Terms of Service

1. The agreement

These Terms of Service (the "Terms") are an agreement between Lionary LLC, a California limited liability company ("Lionary LLC", "we", "us"), and the business or other organization that creates an account or uses the service (the "Customer", "you"). They govern your use of Cornerhold, including the website, the web application, the iPhone application, the API, and the connector for AI assistants (together, the "Service").

Cornerhold is a working name for the Service. We may rename the Service at any time. A change of name does not change these Terms, which continue to apply to the Service under its new name.

By creating an account, accepting an invitation on behalf of an organization, or using the Service, you agree to these Terms. If you accept them for an organization, you confirm you have authority to bind it. If you do not agree, do not use the Service. If you and we sign a separate order form or agreement, that document controls where it conflicts with these Terms.

2. Definitions

• Customer Data means the content and data you or your Users put into the Service, including documents, leases, financial records, contacts and messages, and the records the Service creates from them for you.
• Users means the people you allow to use the Service under your account, including staff and the tenants and owner clients you invite to a portal ("Portal Users").
• AI Features means features that use machine learning models to read, extract, summarize, check, answer questions about or draft content from Customer Data.
• Output means content an AI Feature produces for you, such as a lease abstract, a draft bill, a flagged reconciliation line or a draft letter.
• Organization means a workspace in the Service that holds one Customer's data, with its own members and roles.

3. Accounts, organizations and Users

The Service is for business use. You must be at least 18 years old and able to form a binding contract. You agree to give accurate account information and keep it current.

You are responsible for your Users, for the roles you give them, and for everything done under your account. Keep sign-in credentials confidential, turn on two-step sign-in where it fits your risk, and write to security@cornerhold.com promptly if you believe your account has been accessed without permission.

When you invite Portal Users, you decide which of your records they may see within the limits the Service offers, and you are responsible for having the right to share those records with them.

4. Founding access and fees

The Service is currently offered as founding access to a limited group of customers. Pricing has not been set. You will not be charged any fee unless you and we have agreed to it in writing, such as in an order form or an email that states the fee. Nothing is billed automatically during founding access.

If fees are agreed, they are due as stated in that agreement, are exclusive of taxes (which you will pay, other than taxes on our income), and are non-refundable except where the law or the agreement says otherwise. We will give you at least 30 days' notice before any change to agreed fees takes effect.

5. Your data

As between you and us, you own Customer Data. You give Lionary LLC a limited right to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service for you, to follow your instructions (including through the connectors you choose to use), and to meet legal obligations.

We do not sell Customer Data. We do not use Customer Data to train machine learning models, and we do not allow our AI providers to do so. We may use information about how the Service is used, in a form that does not identify you, your Users or any person, to operate and improve the Service.

You can export Customer Data at any time through the Service's exports (for example Excel, PDF and CSV reports, and the original documents you uploaded). Our handling of personal information in Customer Data is described in the Data Processing Addendum, which forms part of these Terms where it applies, and our Privacy Policy.

You are responsible for having the rights and any notices or consents needed to put Customer Data into the Service, including personal information about tenants, guarantors, vendors and owners. Do not upload full government identification numbers, full bank account numbers or payment card numbers unless a feature specifically asks for them.

6. AI Features and Output

AI Features produce drafts. Output is shown as a draft until a User reviews and approves it, and the Service does not send, post, file or pay anything on the basis of Output without a User's approval. Output can be incomplete or wrong even when it cites a source. You are responsible for reviewing Output and for the decisions you make with it.

The Service, including Output, is not legal, tax, accounting, investment or other professional advice. Check important matters, such as lease interpretations, reconciliation positions, tax filings and lending decisions, with qualified advisers.

As between you and us, you own Output generated from your Customer Data, to the extent any rights exist in it. We use AI providers listed on our subprocessors page, under terms that do not permit them to train their models on Customer Data.

7. Acceptable use

You agree not to, and not to let anyone else:

• use the Service in violation of law, or to infringe or misappropriate anyone's rights;
• upload malicious code, or interfere with or disrupt the Service or other customers;
• try to access another organization's data, or probe, scan or test the Service's security except as allowed by our responsible disclosure terms on the security page;
• copy, frame, scrape or reverse engineer the Service, except where the law allows despite this restriction;
• use the Service to build a competing product, or resell it without our written agreement;
• send unsolicited messages through the Service, or use it to harass or discriminate against anyone.

We may suspend access that we reasonably believe violates this section or puts the Service or others at risk. Where we can, we will tell you first and give you a chance to fix the issue.

8. Services you connect

You may choose to connect the Service to other services, such as sign-in with Google or Apple, QuickBooks Online, or AI assistants such as ChatGPT and Claude. When you do, you instruct us to exchange data with that service on your behalf. Your use of it is governed by your agreement with its provider, and we are not responsible for it. You can disconnect a service at any time.

9. Confidentiality

Each party will protect the other's non-public information that is marked or reasonably understood as confidential with at least reasonable care, use it only for this agreement, and share it only with people who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from someone else. A party may disclose confidential information when the law requires, after giving notice where the law allows.

10. Security

We maintain administrative, technical and physical safeguards designed to protect Customer Data, described on our security page and in the Data Processing Addendum. We will notify you without undue delay after we confirm a security breach affecting your Customer Data.

11. Availability, support and changes

During founding access the Service is provided without a service level commitment. We work to keep it available, give support by email, and may add, change or remove features. If we remove a feature you rely on in a material way, we will give you reasonable notice. Features labeled as previews or betas may change or stop without notice.

12. Term and termination

These Terms apply while you use the Service. You may stop using the Service and close your organization at any time. We may end these Terms or suspend the Service for you with 30 days' notice, or immediately if you materially breach them and do not cure the breach within 10 days of notice, or if the law requires.

After termination you will have 30 days to export Customer Data, unless the law prevents it. After that we will delete Customer Data within the period stated in the Data Processing Addendum, except copies we must keep by law and copies in backups that are deleted on their normal schedule. Sections that by their nature should survive termination will survive.

13. Warranties and disclaimers

Each party confirms it has the authority to enter into these Terms. Except as expressly stated in these Terms, the Service, including Output, is provided "as is" and "as available", and Lionary LLC disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service or Output will be accurate, complete or error-free.

14. Limitation of liability

To the extent the law allows, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of their possibility.

To the extent the law allows, each party's total liability arising out of or relating to these Terms is limited to the greater of the fees you paid us in the 12 months before the event giving rise to the claim and one hundred US dollars.

These limits do not apply to your payment obligations, a party's indemnification obligations, or liability that cannot be limited by law.

15. Indemnification

You will defend Lionary LLC against third-party claims arising from Customer Data or from your or your Users' use of the Service in violation of these Terms, and pay the resulting damages and costs finally awarded or agreed in settlement. Lionary LLC will defend you against third-party claims that the Service, as we provide it, infringes their intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. The party seeking defense must give prompt notice, reasonable cooperation and control of the defense to the other party.

16. Assignment and transfer

Lionary LLC may assign or transfer these Terms, in whole or in part, together with your account, your organization and Customer Data, to an affiliate of Lionary LLC, or to a successor in interest in connection with a merger, acquisition, corporate reorganization, sale of all or part of the business or assets related to the Service, or the transfer of the Service to a new or existing entity that will operate it, including under a different name. We will give you notice of the assignment or transfer, by email or in the Service, before it takes effect where reasonably possible and in any event within 30 days after. The assignee or transferee will be bound by these Terms and the Data Processing Addendum for Customer Data it receives. If you object, you may close your organization and export Customer Data as described in section 12.

You may not assign or transfer these Terms without our written consent, except to a successor to all or substantially all of your business or assets related to the Service, with notice to us. Any other attempted assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.

17. Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the Service before they take effect, unless a change is required by law sooner. If you keep using the Service after the changes take effect, the updated Terms apply. If you do not agree, you may stop using the Service and close your organization.

18. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. The state and federal courts located in California have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to their jurisdiction. Before filing a claim, each party will try in good faith to resolve the dispute informally for 30 days after written notice. Either party may seek injunctive relief to protect its confidential information or intellectual property.

19. General

• These Terms, with any order form, the Data Processing Addendum and the policies they reference, are the entire agreement between the parties about the Service.
• If a provision is unenforceable, it will be enforced to the extent possible and the rest remains in effect. Not enforcing a provision is not a waiver.
• Neither party is liable for delays caused by events beyond its reasonable control.
• The parties are independent contractors. There are no third-party beneficiaries.
• To give us notice, write to legal@cornerhold.com. Notices to you go to the email of your organization's owner or as shown in the Service.
• Each party will comply with export control and sanctions laws that apply to its use or provision of the Service.

20. Contact

Questions about these Terms: write to legal@cornerhold.com. Lionary LLC, a California limited liability company.