Terms of Service

Effective Date: February 10, 2026

These Terms of Service (the "Agreement") constitute a legally binding agreement between BidThis, LLC, a Texas limited liability company ("BidThis, LLC"), and the individual or entity accessing or using the Services (the "User"). By accessing or using any portion of the Services, User agrees to be bound by the terms of this Agreement in their entirety. If User does not agree to these terms, User must immediately cease use of the Services.

1. Acceptance of Terms

1.1 This Agreement is effective as of the date User first accesses or uses the Services, whichever occurs first. Access or use of the Services constitutes User's unconditional acceptance of this Agreement.

1.2 If User is accessing the Services on behalf of a legal entity, User represents and warrants that User has the authority to bind that entity to this Agreement. In such case, "User" shall refer to that legal entity.

1.3 Users who are minors or who lack legal capacity to enter into contracts are not permitted to use the Services.

2. Description of Services

2.1 BidThis, LLC provides capital oversight documentation, governance infrastructure, and analytical reporting services for active real estate portfolios and individual asset deployments (collectively, the "Services"). The Services include, but are not limited to:

• Underwriting baseline documentation and commitment-stage locking
• Financial guardrail definition and threshold monitoring
• Continuous variance tracking against locked underwriting baselines
• Escalation lifecycle documentation and breach notifications
• Portfolio-level variance analysis and consolidated reporting
• Governance maturity scoring and independent oversight records
• AI-assisted analytical processing and document generation

2.2 BidThis, LLC does not, under any circumstances, provide the following in connection with the Services:

• Construction management, project execution, or field supervision
• Vendor selection, contractor referral, or subcontractor recommendation
• Participation in negotiations of any kind on behalf of User
• Legal, financial, investment, engineering, architectural, or brokerage advice
• Fiduciary services or agency representation
• Regulatory compliance determinations or permitting guidance
• Valuations, appraisals, or certified financial analyses

2.3 The Services are limited to documentation, reporting, and structured analytical output. BidThis, LLC is not a licensed contractor, engineer, architect, attorney, investment advisor, broker, or fiduciary in any jurisdiction.

3. No Fiduciary Relationship; No Professional Advice

3.1 Nothing in this Agreement or in the provision of the Services creates a fiduciary relationship, agency relationship, partnership, joint venture, or advisory engagement between BidThis, LLC and User.

3.2 The Services do not constitute, and shall not be construed as, legal advice, financial advice, investment advice, engineering advice, architectural advice, tax advice, or any other form of licensed professional advice.

3.3 User acknowledges that BidThis, LLC owes no duty of care with respect to User's capital deployment decisions, transaction execution, or project management. All such decisions remain solely within the judgment and responsibility of the User.

3.4 User is solely responsible for engaging licensed legal, financial, engineering, architectural, and other professional advisors as required by applicable law or as necessary for User's specific situation.

4. Independent Verification Requirement

4.1 All outputs, reports, records, analyses, variance summaries, escalation notices, and other deliverables generated through the Services (collectively, "Outputs") are based on information submitted by User and on the analytical frameworks and methodologies of BidThis, LLC.

4.2 User is required to independently verify all material information contained in any Output prior to making any capital commitment, contractual obligation, investment decision, or other binding determination. BidThis, LLC does not represent or warrant that any Output is accurate, complete, current, or free of error.

4.3 User expressly acknowledges that Outputs do not substitute for professional due diligence, licensed inspection, legal review, financial underwriting, or independent engineering or architectural assessment.

5. Nature of Analytical Outputs

5.1 The Services utilize proprietary analytical frameworks and AI-assisted processing to generate Outputs from User-submitted information. Outputs are structured documentation and analytical records; they are not determinations of fact, professional certifications, or binding conclusions.

5.2 User acknowledges and agrees that:

• AI-assisted Outputs may contain inaccuracies, inferential errors, omissions, or misinterpretations of submitted information
• Outputs are probabilistic and structured in nature and do not constitute factual determinations or professional findings
• Analytical methodologies may be updated or revised over time; outputs generated at different dates may reflect different frameworks
• Outputs may not reflect real-time market conditions, regulatory changes, or project developments occurring after the relevant data submission
• No Output shall be represented to any third party as a professional certification, audit conclusion, or regulatory determination

5.3 BidThis, LLC does not warrant that Outputs are suitable for any particular use, that they will meet User's specific requirements, or that reliance on them will produce any particular outcome.

6. No Guarantees or Warranties

6.1 THE SERVICES AND ALL OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIDTHIS, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND COMPLETENESS.

6.2 BidThis, LLC makes no representations or warranties regarding:

• The accuracy, completeness, or reliability of any Output
• The financial performance, returns, or outcomes of any project or capital deployment
• The prevention or detection of any specific variance, loss, or capital impairment
• The continued availability, uninterrupted operation, or error-free performance of the Services
• The suitability of any Output for use in LP reporting, lender compliance, or regulatory submission

7. User Responsibilities

7.1 User agrees to provide accurate, complete, and current information when submitting data, documents, or materials in connection with the Services. BidThis, LLC bears no responsibility for errors, omissions, or deficiencies in Outputs attributable to inaccurate, incomplete, or misleading submissions by User.

7.2 User represents and warrants that:

• User has the legal right to submit all materials provided to BidThis, LLC
• Submitted materials do not infringe the intellectual property, privacy, or proprietary rights of any third party
• Use of the Services complies with all applicable laws, regulations, and contractual obligations binding upon User
• User will not use the Services for any unlawful, fraudulent, or deceptive purpose
• User will not misrepresent the nature, source, or authority of any Output to any third party

7.3 User is solely responsible for all decisions made in reliance on, or in connection with, any Output, and for all consequences of such decisions.

8. Fees and Payment Terms

8.1 Access to certain Services requires payment of fees as disclosed to User prior to engagement. Fees are engagement-based and are not structured as recurring software subscriptions unless expressly designated as such in a separate written engagement agreement.

8.2 All fees are due as specified in the applicable engagement documentation. BidThis, LLC reserves the right to suspend access to the Services for any User with outstanding unpaid fees.

8.3 Except as expressly provided in a separate written agreement, all fees are non-refundable once Services have commenced. BidThis, LLC may, in its sole discretion, issue a partial refund in exceptional circumstances, which shall not be construed as a waiver of this provision or an obligation to do so in any other circumstance.

8.4 BidThis, LLC reserves the right to modify its fee schedules upon reasonable notice. Modifications to fees shall not affect engagements for which fees have already been paid.

9. Intellectual Property

9.1 All analytical frameworks, scoring methodologies, governance models, software, systems, platforms, and processes underlying the Services are the exclusive intellectual property of BidThis, LLC or its licensors. Nothing in this Agreement grants User any ownership interest or license in the foregoing.

9.2 BidThis, LLC grants User a limited, non-exclusive, non-transferable, non-sublicensable license to use Outputs solely for User's internal business purposes, including sharing Outputs with User's limited partners, lenders, equity partners, and legal counsel in connection with the specific projects for which such Outputs were generated.

9.3 User may not, without prior written consent of BidThis, LLC:

• Resell, sublicense, publish, or commercially distribute any Output
• Reverse engineer, decompile, or extract the analytical methodologies underlying the Services
• Use Outputs or the underlying frameworks to develop, train, or improve any competing product or service
• Remove or obscure any attribution, disclaimer, or proprietary notice contained in any Output

10. Confidentiality and Data Use

10.1 BidThis, LLC will treat project-specific information submitted by User as confidential and will not disclose such information to unaffiliated third parties except as required by law or as necessary to provide the Services.

10.2 BidThis, LLC may use aggregated, anonymized, and de-identified data derived from User submissions to develop, improve, and refine internal analytical frameworks. No personally identifiable information or project-specific financial data will be disclosed in such aggregated use.

10.3 BidThis, LLC does not sell User-submitted project data to third parties.

10.4 The collection, storage, and processing of personal information is governed by the BidThis, LLC Privacy Policy, incorporated herein by reference and available at bidthis.ai/privacy.

11. Third-Party Reliance and No Third-Party Beneficiaries

11.1 User may share Outputs with limited partners, lenders, equity partners, counsel, or other third parties at User's sole discretion and risk. BidThis, LLC makes no representation or warranty regarding the suitability of any Output for use in LP reporting, lender diligence, regulatory filing, or any other third-party reliance context.

11.2 BidThis, LLC assumes no responsibility or liability, of any kind and to any extent, for the reliance of any third party on any Output shared by User. Third parties who receive Outputs do so at their own risk and are advised to conduct independent verification.

11.3 This Agreement is entered into solely for the benefit of BidThis, LLC and User. No third party shall have any right to enforce any provision of this Agreement or to claim any benefit thereunder.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIDTHIS, LLC AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Lost profits, lost revenue, or lost capital
• Loss of anticipated returns or investment opportunity
• Capital impairment or erosion attributable to project variance
• Project delays, cost overruns, or execution failures
• Reputational harm, loss of business relationships, or loss of goodwill
• Third-party claims arising from User's sharing of Outputs
• Errors or omissions in AI-assisted analytical processing

12.2 IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF BIDTHIS, LLC TO USER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY USER TO BIDTHIS, LLC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 The limitations of liability set forth in this Section 12 shall apply regardless of the form or theory of action, whether in contract, tort, strict liability, statute, or otherwise, and shall apply even if BidThis, LLC has been advised of the possibility of such damages.

12.4 Some jurisdictions do not permit the exclusion or limitation of certain categories of damages. In such jurisdictions, the limitations in this Section 12 shall apply to the maximum extent permitted by law.

13. Indemnification

13.1 User agrees to defend, indemnify, and hold harmless BidThis, LLC and its members, managers, officers, employees, contractors, and agents from and against any and all claims, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• User's access to or use of the Services
• User's reliance on any Output in connection with capital deployment, project execution, or investment decisions
• User's sharing of Outputs with limited partners, lenders, or other third parties
• User's breach of any representation, warranty, or obligation under this Agreement
• User's violation of any applicable law, regulation, or third-party right
• Any claim by a third party arising from information submitted by User to BidThis, LLC

14. Term and Termination

14.1 This Agreement is effective upon User's first access to or use of the Services and shall remain in effect until terminated in accordance with this Section.

14.2 BidThis, LLC may suspend or terminate User's access to all or any portion of the Services at any time, with or without cause and with or without notice, including for breach of this Agreement, failure to pay fees, or misuse of the platform.

14.3 User may cease use of the Services at any time. Cessation of use does not entitle User to any refund of previously paid fees.

14.4 Upon termination, all licenses granted to User under this Agreement shall immediately terminate. Sections 3, 4, 5, 6, 9, 10, 11, 12, 13, 16, and 17 shall survive termination of this Agreement.

15. Modifications

15.1 BidThis, LLC reserves the right to modify this Agreement at any time. Modified terms will be posted at the URL from which this Agreement is accessible, with a revised effective date.

15.2 User's continued access to or use of the Services following the posting of modified terms constitutes User's acceptance of the modified Agreement. It is User's responsibility to review this Agreement periodically.

15.3 BidThis, LLC may also modify, discontinue, or suspend any aspect of the Services at any time without liability to User.

16. Governing Law and Exclusive Venue

16.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflict-of-law principles that would require the application of the laws of any other jurisdiction.

16.2 Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas. User expressly consents to personal jurisdiction and venue in such courts and waives any objection to the laying of venue in such courts.

16.3 Notwithstanding the foregoing, BidThis, LLC may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17. Contact Information

All legal notices required or permitted under this Agreement shall be in writing and directed to BidThis, LLC at the contact information below. Notices sent via email are effective upon confirmation of receipt.