Terms of Service

Agreement and order of precedence

These Terms of Service govern access to and use of Deventic's website, software, integrations, APIs where provided, support, and related services, collectively the Services. By accessing or using the Services, you agree to these Terms.

If you use the Services for an organization, you represent that you have authority to accept these Terms for that organization. If Deventic and your organization enter into an order form, master services agreement, data processing agreement, or other signed agreement, that agreement controls to the extent it conflicts with these Terms.

Eligibility and accounts

You must be legally able to enter into a binding contract and use the Services for legitimate professional or business purposes. The Services are not directed to children.

You must provide accurate account information, keep credentials confidential, use reasonable security practices, and promptly notify Deventic of suspected unauthorized access. You are responsible for activity under your account and for assigning appropriate roles and permissions to your users.

What the Services provide

Deventic helps real estate development teams organize project information; analyze site, jurisdictional, regulatory, design, infrastructure, market, financial, schedule, and related conditions; compare scenarios; coordinate stakeholders and dependencies; prepare reports and communications; and execute supported actions that an authorized user approves. External outcomes remain pending until the connected provider supplies evidence.

Features, coverage, data sources, integrations, and availability may vary by customer, project, jurisdiction, plan, and implementation. Deventic may update the Services over time, provided that any material commitments in an applicable written agreement remain subject to that agreement.

Customer Content and instructions

You retain ownership of the documents, project data, communications, instructions, and other content you submit to the Services. You grant Deventic and its service providers a limited right to host, copy, process, transmit, display, and create outputs from Customer Content only as needed to provide, secure, support, and improve the Services as permitted by your agreement and our Privacy Policy.

You represent that you have the rights and permissions needed to provide Customer Content and instruct Deventic to process it. You are responsible for deciding what information is appropriate to submit, including confidential, personal, licensed, export-controlled, or legally privileged material.

Public sources, third-party data, and integrations

The Services may organize or analyze information from government agencies, public records, licensed sources, consultants, customers, and other third parties. Those materials remain subject to their source terms, licenses, ownership, currency, and limitations. A source's inclusion does not mean Deventic controls or guarantees it.

If you connect a third-party service, you authorize Deventic to exchange information with that service as needed for the features you enable. Your relationship with the third party is governed by its terms and policies. You are responsible for maintaining any required third-party account and permissions.

Analysis, AI, and professional judgment

Deventic provides analysis and decision support. It does not provide legal, engineering, architectural, environmental, tax, investment, brokerage, or other licensed professional services. Outputs may depend on incomplete, changing, disputed, stale, or unavailable information and may require interpretation by qualified professionals.

You are responsible for verifying material inputs and outputs, obtaining required professional advice, and making final project, compliance, investment, approval, and submission decisions. Deventic does not guarantee that a project is feasible, entitled, financeable, code-compliant, approved, or shovel-ready, or that an agency or third party will accept an output.

Authorization and external action

The Services may prepare or propose communications, documents, submissions, decisions, schedules, or other actions. Consequential external actions require the authorization defined by the customer's account, workflow, and agreement.

You are responsible for your users' approvals and instructions. Do not authorize an action unless you have reviewed it and have authority to proceed. Deventic may pause or refuse an instruction that appears unlawful, unsafe, unauthorized, technically infeasible, or inconsistent with the Services.

Acceptable use

You may not, and may not help another person to:

• Use the Services unlawfully, fraudulently, deceptively, or to infringe another person's rights.
• Upload malicious code or interfere with the security, integrity, availability, or operation of the Services.
• Probe, scan, or test vulnerabilities without written authorization, or bypass usage, permission, or access controls.
• Reverse engineer, copy, scrape, resell, sublicense, or use the Services or outputs to build a competing product except where law expressly permits or Deventic agrees in writing.
• Misrepresent an output as a government approval, professional determination, or guaranteed result.
• Use the Services to make unlawful decisions about individuals or to process information you are not authorized to provide.

Deventic technology, outputs, and feedback

Deventic and its licensors own the Services, software, interfaces, workflows, models, methods, documentation, branding, and related technology. Subject to these Terms and any applicable agreement, Deventic grants you a limited, non-exclusive, non-transferable right to use the Services during your authorized subscription or evaluation.

As between you and Deventic, you may use outputs created specifically from your Customer Content for your internal project and business purposes, subject to third-party rights and source restrictions. Deventic retains ownership of its underlying technology, templates, methods, and general know-how. If you provide feedback, Deventic may use it without restriction or obligation.

Confidentiality

Each party may receive nonpublic information that is identified as confidential or should reasonably be understood to be confidential. The receiving party will use that information only for the relationship, protect it with reasonable care, and disclose it only to personnel, advisers, and service providers who need it and are subject to appropriate obligations.

These duties do not apply to information that is public through no breach, already lawfully known, independently developed without use of the confidential information, or received lawfully from another source. A party may disclose information when legally required after providing notice when permitted.

Fees, taxes, and evaluation access

Fees, subscription periods, payment terms, usage limits, implementation scope, and any renewal or cancellation terms are stated in the applicable order form or other written offer. Fees are non-refundable except as required by law or expressly stated in that agreement. You are responsible for applicable taxes other than taxes on Deventic's income.

Trials, demonstrations, pilots, previews, and evaluation access may be limited, changed, or ended at any time unless a written agreement states otherwise. Evaluation features may not be suitable for production use.

Availability and changes

Deventic works to maintain reliable Services but does not guarantee uninterrupted or error-free operation. Maintenance, changes in third-party services or public data, emergencies, security issues, and events outside reasonable control may affect availability or results.

We may modify, suspend, or discontinue features. For paid Services, material changes remain subject to any notice, service level, or termination rights stated in the applicable agreement.

Disclaimers

To the maximum extent permitted by law, the Services and all public, third-party, preview, and evaluation materials are provided as is and as available. Deventic disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

Deventic does not warrant that the Services will be uninterrupted, error-free, or complete, or that any output will produce a particular regulatory, financial, schedule, design, construction, or business outcome. Some jurisdictions do not allow certain warranty exclusions, so some of these exclusions may not apply to you.

Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or data, arising from the Services, even if advised that such damages were possible.

Except for amounts that cannot lawfully be limited and any different allocation in a signed agreement, Deventic's total liability arising from the Services will not exceed the amount paid or payable for the affected Services during the 12 months before the event giving rise to the claim. If no fees were paid, Deventic's total liability will not exceed one hundred U.S. dollars. These limits are an essential basis of the agreement.

Suspension and termination

You may stop using the Services at any time, subject to an applicable agreement. Deventic may suspend or terminate access for material breach, nonpayment, security risk, unlawful use, or conduct that could harm the Services or others. When reasonably practicable, we will provide notice and an opportunity to cure.

After termination, your right to use the Services ends. Sections that by their nature should continue will survive, including ownership, confidentiality, disclaimers, liability limits, payment obligations, and dispute terms. Customer Content will be handled according to the applicable agreement and Privacy Policy.

Governing law and disputes

Unless a signed agreement states otherwise, these Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising from these Terms, and each party consents to those courts.

Before filing a formal claim, each party agrees to make a good-faith effort to resolve the dispute by providing written notice and allowing 30 days for discussion. Either party may seek immediate relief to protect confidential information, intellectual property, security, or access to systems.

General terms

You may not assign these Terms without Deventic's consent, except as part of a merger, reorganization, or sale of substantially all relevant assets. Deventic may assign these Terms in connection with a corporate transaction or to an affiliate. Neither party is liable for delay caused by events beyond its reasonable control.

If any provision is unenforceable, it will be modified only as much as needed and the remaining provisions will continue. A waiver must be in writing. These Terms and applicable written agreements are the complete agreement concerning their subject matter and do not create third-party beneficiaries.

Changes to these Terms

We may update these Terms as the Services or legal requirements change. We will post the revised Terms and update the date above. If a change materially affects existing paid Services, we will provide the notice required by the applicable agreement or law. Continued use after the effective date of an update constitutes acceptance where permitted.