TERMS OF SERVICE

Last Updated: 8/28/2025

Version: 1.2

These Terms of Service (“Terms”) govern your access to and use of the Pro Formance CRE software-as-a-service platform (the “Service”) provided by Pro Formance CRE (“Company,” “we,” or “us”). By accessing or using the Service, you (“Customer” or “you”) agree to these Terms. If you do not agree, you must not use the Service.

1. ACCEPTANCE OF TERMS

1.1 Binding Agreement

By registering for or using the Service, you confirm that you have read and agree to these Terms.

1.2 Electronic Form

Your electronic acceptance (e.g., clicking “I Agree”) has the same legal effect as a written signature.

2. MODIFICATIONS TO THE TERMS

2.1 Right to Modify

We may modify these Terms at any time. We will notify you of material changes by posting an updated version or by other reasonable means.

2.2 Acceptance of Modifications

Your continued use of the Service after changes become effective constitutes your acceptance. If you do not agree, you must stop using the Service.

3. ELIGIBILITY

3.1 Legal Capacity

You must have the legal capacity to enter into these Terms.

3.2 Compliance with Laws

You agree to use the Service in compliance with all applicable laws and regulations.

4. DESCRIPTION OF THE SERVICE

4.1 Software-as-a-Service

Pro Formance CRE is a subscription-based platform for multifamily property underwriting. The Service includes an Excel Office Add-in (“Add-in”) and a cloud-based portal.

4.2 Subscription Basis

The Service is provided as a single subscription package, available with monthly or annual payment intervals, managed via our Squarespace commerce platform and integrated payment processor (Stripe). We reserve the right to introduce additional subscription packages or features in the future, which may be subject to different terms or pricing.

4.3 Excluded Products

Any Multifamily Pro Forma or additional Excel files sold by Pro Formance CRE are not included in your base subscription and are available as separate purchases under separate agreements.

4.4 Data Storage and Security

The Service includes features such as Folders and Deal Rooms that allow you to store deal-related data on our servers. We use industry-standard security measures, including Transport Layer Security (TLS) for data in transit and encryption at rest using Google Cloud services and Key Management Systems (KMS). Sensitive deal data is stored only in encrypted form and is not human-readable by us. Certain metadata, such as folder or deal room names, may be stored in a human-readable format.

4.5 Limitations and Disclaimers on Data Management

(a) No Absolute Security Guarantee. While we implement commercially reasonable safeguards, no method of transmission or storage is 100% secure. You acknowledge and accept that we cannot guarantee absolute protection of your data from unauthorized access, loss, or corruption.

(b) Customer Responsibility. You are responsible for maintaining your own local backups and ensuring your Excel environment is properly configured. The ability to restore saved deals depends on your device, Excel instance, and other third-party systems outside of our control.

(c) No Liability for Restoration Failures. We will make commercially reasonable efforts to support restoration of stored data but do not guarantee successful restoration in all cases.

(d) Business Use Only. You represent that all data stored in the Service relates to business or commercial activity, not personal or consumer use.

4.6 Trial Accounts and Data Storage

Trial accounts are provided solely for evaluation and may include limited access to Deal Rooms and server-side storage. We make no guarantee that any data stored during a trial will be retained, accessible, or recoverable after the trial period ends. We may delete or purge trial account data at any time without notice. You are solely responsible for exporting or backing up any data you wish to retain prior to the end of your trial.

4.7 Data Subject Rights (GDPR and CCPA)

If you are located in a jurisdiction that provides data protection rights such as the European Union (GDPR) or California (CCPA), you may have certain rights with respect to your personal information, including the right to request access, correction, deletion, or a copy of your personal data, as well as the right to restrict or object to certain processing.

We will honor such rights to the extent required by applicable law. To exercise these rights, please contact us at support@proformancecre.com. We may need to verify your identity before fulfilling your request. We do not sell personal information within the meaning of the CCPA.

5. ACCOUNT REGISTRATION AND SECURITY

5.1 Account Creation

To access the Service, you may be required to register an account with accurate and up-to-date information.

5.2 Security

You are responsible for safeguarding your login credentials and for all activity under your account.

5.3 Account Responsibility

We are not liable for losses caused by unauthorized use of your account due to your failure to protect login details.

5.4 License Covers Up to Five (5) Users

Each purchased subscription entitles you to create up to five user email logins under one license. You may not exceed this limit unless you purchase additional licenses.

6. SUBSCRIPTION, FEES, AND PAYMENT

6.1 Subscription Fees

You agree to pay all subscription fees for the subscription package, at the billing interval you selected (monthly or annual).

6.2 Recurring Billing

Squarespace will automatically bill you at the interval you selected (e.g., monthly or annually). If a payment fails, we may suspend or cancel your subscription after attempts to collect payment.

6.3 Taxes

You are responsible for any applicable taxes. If we are required to collect taxes, such amounts will be added to your bill.

6.4 Refund Policy

Annual Subscriptions: Eligible for a full refund if canceled within 30 days of purchase.

Monthly Subscriptions: Eligible for a full refund if canceled within 3 days of purchase.

To request a refund, email support@proformancecre.com. Approved refunds will be issued to the original payment method within 5 business days.

6.5 Fee Changes

We may change subscription fees or introduce new subscription packages in the future. However, customers who subscribed prior to such changes may be offered “grandfathered” pricing for their existing subscription package. Grandfather pricing means that the subscription fee in effect at the time of the original subscription may continue to apply for so long as the customer maintains an active, uninterrupted subscription for that same package. Grandfathered pricing does not apply to new subscription packages, optional add-ons, or material changes in scope of use. LICENSOR reserves the right to discontinue or modify grandfathered pricing if maintaining it becomes commercially unreasonable (for example, due to changes in third-party costs, taxes, or applicable law).

7. USAGE AND CONDUCT

7.1 Lawful Use

You agree to use the Service only for lawful purposes and in compliance with these Terms.

7.2 User Content

You are responsible for any data or content you upload, and represent you have rights to such content.

7.3 Prohibited Actions

You must not interfere with the Service’s normal operation or attempt to access unauthorized data.

7.4 AI Usage and Fair Use Limits

The Service includes access to AI-powered features on an unlimited-use basis for all paying subscriptions. Credits are defined as 1 credit per 100 tokens. “Unlimited” refers to typical commercial use by a single customer or licensed team, and is capped at 100,000 credits per month. Credits do not rollover. We reserve the right to monitor usage patterns and may restrict, throttle, or suspend access to AI features if usage:

(a) appears automated or abusive,

(b) impacts service performance for others, or

If your needs regularly exceed this cap, please contact us to discuss a custom solution.

7.5 Trial Access and Abuse Prevention

Free trials are offered for evaluation by a single individual. Creating multiple accounts or using aliases to extend trial access is not permitted. We reserve the right to monitor, restrict, or revoke trial access if abuse is suspected.

Trial accounts are offered “as-is” and without warranty, service level commitments, or data retention obligations. We expressly disclaim liability for loss, corruption, or unauthorized access to trial account data.

8. SERVICE LEVEL

8.1 Target Availability

We aim for 100% uptime except when external factors (e.g., Microsoft platform changes, Squarespace or Stripe outages) are beyond our control. We cannot guarantee uninterrupted operation.

8.2 Scheduled Maintenance

We may perform scheduled maintenance and will make reasonable efforts to notify you in advance if downtime is expected.

8.3 Support

We provide support via email at support@proformancecre.com Monday–Friday, 9:00 AM–5:00 PM CST. We strive to respond within 1–2 business days.

9. DISCLAIMER OF WARRANTIES

9.1 As-Is Basis

EXCEPT AS EXPRESSLY STATED, THE SERVICE (INCLUDING THE ADD-IN AND DEAL ROOMS) IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

9.2 No Guarantees

We do not warrant that the Service will be error-free, uninterrupted, completely secure, or that stored data will always be recoverable.

9.3 Disclaimed Warranties

Any implied warranties (merchantability, fitness for a particular purpose, non-infringement) are disclaimed to the fullest extent allowed by law.

10. LIMITATION OF LIABILITY

10.1 Indirect Damages

WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM THE SERVICE OR THESE TERMS.

10.2 Aggregate Liability

OUR TOTAL LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

10.3 Data-Related Claims

Without limiting the foregoing, we are not liable for:

(a) data loss, corruption, or unauthorized access arising from factors beyond our reasonable control, including your device, Excel, or third-party services;

(b) failures in restoration of saved deals due to local environment issues;

10.4 Trial Accounts

For trial accounts, our liability is excluded in full. We are not liable for any damages, losses, or claims arising from use of the Service on a trial basis, including but not limited to data loss, corruption, or unavailability.

11. INDEMNIFICATION

You agree to indemnify Pro Formance CRE and its affiliates against claims arising from your misuse of the Service or violation of these Terms.

12. TERMINATION

12.1 Suspension or Termination by Us

We may suspend or terminate your subscription if you breach these Terms or if we detect unauthorized account sharing beyond the licensed limit.

12.2 Cancellation by You

You can cancel at any time via your Squarespace customer account or by contacting us at support@proformancecre.com. No refunds apply beyond the stated refund windows.

12.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We have no obligation to retain your data.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law

These Terms are governed by Texas law, without regard to conflict-of-law provisions.

13.2 Jurisdiction

Disputes shall be brought in state or federal courts in Texas. You consent to such jurisdiction.

14. FORCE MAJEURE

Neither party is liable for events beyond its control (e.g., natural disasters, war, third-party platform outages).

15. MISCELLANEOUS

15.1 Entire Agreement

These Terms, along with any referenced policies (Privacy Policy), form the entire agreement regarding your use of the Service.

15.2 Severability

If a provision is invalid, the remainder remains in full force.

15.3 No Waiver

Failure to enforce a right is not a waiver of future enforcement.

15.4 Assignment

These Terms are binding upon the parties and their respective successors and permitted assigns. You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, except that you may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of your assets. We may assign or transfer these Terms without restriction. Any attempted assignment in violation of this Section is void.

16. CONTACT INFORMATION

For questions, cancellations, or refund requests, contact:

Email: support@proformancecre.com

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM.