Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ROOM42 INC. ("Company," "we," "us," or "our") governing your access to and use of the ROOM42 website, software, and related services (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must strictly cease your use of the Service immediately.

If you are using the Service on behalf of an entity, you represent and warrant that you have authority to bind such entity to these Terms, and “you” includes such entity.

2. Definitions

For purposes of these Terms: (a) “Content” means the software, site, documentation, templates, text, graphics, and materials provided by us; (b) “User Input” means any information, data, figures, allocations, and files you submit or enter into the Service; (c) “Output” means reports, schedules, calculations, exports, and other results produced by the Service based on User Input; and (d) “Third-Party Services” means any services, APIs, platforms, or tools not controlled by us (including payment processors, analytics providers, and cloud providers).

3. Eligibility, Accounts, and Security

You must be at least eighteen (18) years old (or the age of majority in your jurisdiction) to use the Service. You agree to provide accurate account information, maintain the confidentiality of your login credentials, and promptly notify us of any unauthorized access or suspected breach.

You are solely responsible for all activities that occur under your account, whether or not authorized by you. We may suspend or terminate access if we reasonably believe your account is compromised or used in violation of these Terms.

4. Nature of Service & Disclaimer of Professional Advice

4.1. Self-Directed Software Tool. The Service is a software-as-a-service (SaaS) tool designed to assist real estate investors in generating cost segregation-related analyses and reports based strictly on User Input. The Service uses software logic and proprietary methods to estimate depreciation schedules and classifications; it does not replace professional judgment.

4.2. No Professional Advice; No Fiduciary Duty. THE SERVICE DOES NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, OR REAL ESTATE ADVICE, AND NO FIDUCIARY, AGENCY, OR ADVISORY RELATIONSHIP IS CREATED BETWEEN YOU AND US. The Content, Output, and any communications are provided for informational and planning purposes only.

4.3. No Reliance. You acknowledge and agree that you will not rely on the Service as a substitute for independent professional advice. You should consult with a qualified CPA, tax attorney, enrolled agent, or other licensed professional before using any Output for tax filing, audit response, financial reporting, or legal compliance purposes.

4.4. Regulatory and Standards Changes. Tax laws, regulations, IRS guidance, and professional standards may change at any time. We do not warrant that the Service will reflect the most current guidance, and we have no obligation to update prior Output.

4.5. Software Tool, Not a Personal Service. THE SERVICE IS A SOFTWARE TOOL AND DOES NOT CONSTITUTE AN ENGINEERING-BASED COST SEGREGATION STUDY, A PROPERTY APPRAISAL, A PHYSICAL INSPECTION, OR A CONSTRUCTION COST ANALYSIS. NO LICENSED ENGINEER, APPRAISER, OR INSPECTOR HAS VISITED, EXAMINED, OR EVALUATED YOUR PROPERTY IN CONNECTION WITH THE SERVICE. The Output is generated algorithmically based solely on User Input and should not be represented as an engineering report.

4.6. Assumption of Risk. YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE AND ANY OUTPUT, INCLUDING BUT NOT LIMITED TO: (A) THE RISK THAT THE IRS OR ANY OTHER TAXING AUTHORITY MAY CHALLENGE, DISALLOW, OR ADJUST ANY DEDUCTION, CLASSIFICATION, OR DEPRECIATION SCHEDULE DERIVED FROM THE OUTPUT; (B) THE RISK OF TAX PENALTIES, INTEREST, OR ADDITIONAL TAX ASSESSMENTS; (C) THE RISK THAT APPLICABLE TAX LAWS MAY CHANGE RETROACTIVELY OR PROSPECTIVELY; AND (D) THE RISK THAT THE OUTPUT MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES. YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

4.7. Algorithmic and Automated Processing. The Service uses automated algorithms, heuristics, and software-based estimation methods to generate Output. These methods involve simplifications, assumptions, and approximations that may not reflect the specific characteristics of your property. No human professional reviews, verifies, or approves the Output unless you separately purchase an add-on service that expressly includes such review. You acknowledge that automated processing inherently carries risk of error and agree not to hold the Company liable for any inaccuracies in algorithmic Output.

5. User Input, Output, and Data Responsibility

5.1. Reliance on User Input. The accuracy, completeness, and usefulness of Output depends entirely on the accuracy, completeness, and truthfulness of User Input (including without limitation purchase price, allocations, property type, placed-in-service date, improvements, and any supporting facts).

5.2. No Verification Duty. We have no duty to verify, validate, inspect, appraise, or audit User Input, property conditions, valuations, or factual assertions. You are solely responsible for substantiating User Input and Output, including in any audit, examination, or dispute with a taxing authority.

5.3. Output Limitations. Output is produced algorithmically and may contain errors, omissions, or simplifications. Output may not be suitable for your intended purpose and may not be accepted by the IRS or any other authority. You accept all risk associated with your use of Output.

5.4. Rights in User Input; License to Operate the Service. As between you and us, you retain your rights (if any) in User Input. You grant us and our service providers a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, process, and otherwise use User Input solely as necessary to provide, maintain, secure, and improve the Service, to generate Output at your direction, to prevent fraud and abuse, and to comply with applicable law.

5.5. Representations and Warranties for User Input. You represent and warrant that you own or have all necessary rights, permissions, and consents to provide User Input and to grant the foregoing license, and that your User Input does not violate any law or the rights of any third party.

5.6. Data Retention; Deletion. We may retain User Input and Output for as long as necessary to provide the Service, comply with legal obligations, resolve disputes, enforce our agreements, or as otherwise permitted by law. We do not guarantee that User Input or Output will be available indefinitely, and you are responsible for maintaining your own backups.

5.7. Tax Compliance is Your Responsibility. You are solely responsible for determining whether and how to use any Output for tax filing, financial reporting, or any other purpose. You are solely responsible for the accuracy and completeness of your tax returns, elections, and filings. The Company is not your tax preparer, tax advisor, or filing agent, and assumes no responsibility for any tax position you take based on the Output.

5.8. Modifications Void Warranties. If you or any third party modifies, alters, adjusts, or supplements the Output after it is generated by the Service, all disclaimers, limitations of liability, and any implied or express warranties (to the extent any exist) shall be deemed void with respect to such modified Output. The Company shall have no liability whatsoever for modified Output.

6. License, Intellectual Property, and Feedback

6.1. License to Use. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes.

6.2. Ownership. The Service and all Content (excluding User Input) are owned by us and our licensors and are protected by intellectual property laws. Except for the limited license granted above, no rights are granted to you.

6.3. Restrictions. You will not (and will not permit any third party to) reverse engineer, decompile, disassemble, attempt to derive source code, circumvent access controls, scrape, or interfere with the Service, except to the extent such restriction is prohibited by applicable law.

6.4. Feedback. If you submit feedback, suggestions, or ideas, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback without compensation or attribution.

7. Fees, Billing, Taxes, and Refunds

You agree to pay all fees associated with your use of the Service as presented at checkout or in your plan. Fees are non-refundable except where required by law or explicitly stated by us in writing.

We may use Third-Party Services (such as payment processors) to process payments. You authorize us and such Third-Party Services to charge your payment method for applicable fees, taxes, and any renewals, if enabled. You are responsible for all applicable taxes, levies, and duties imposed by taxing authorities.

You agree not to initiate chargebacks or payment reversals for valid charges. If you initiate a chargeback in violation of these Terms, we may suspend your access and you agree to reimburse us for fees incurred in connection with the chargeback, including administrative and legal costs to the extent permitted by law.

We may change pricing and plan features at any time; changes will apply prospectively. If you do not agree to a pricing change, your sole remedy is to cancel before the change takes effect.

8. Refund Policy

8.1. General Policy. All purchases are final and non-refundable once a report has been generated or Output has been delivered. By completing a purchase, you acknowledge that you understand and accept this policy.

8.2. Eligibility for Refunds. Refunds may be granted at our sole discretion in the following limited circumstances:

• Technical Failure. If the Service experiences a critical technical failure that prevents delivery of Output and we are unable to resolve the issue within a reasonable timeframe.
• Duplicate Charges. If you are charged multiple times for the same purchase due to a billing error.
• Pre-Delivery Cancellation. If you request a cancellation before any report is generated or Output is delivered, you may be eligible for a full refund minus any applicable processing fees.

8.3. Non-Refundable Situations. Refunds will NOT be provided in the following circumstances:

• You are dissatisfied with the tax savings estimate or results generated by the Service.
• You entered incorrect User Input that affected the Output.
• You no longer need the report or have changed your mind after purchase.
• Your tax professional, CPA, or advisor recommends a different approach or methodology.
• The Output is not accepted by the IRS or other taxing authority.
• Changes in your personal circumstances, property ownership, or tax situation.

8.4. Refund Request Process. To request a refund, you must contact our support team within thirty (30) days of your purchase date with: (a) your order confirmation or receipt; (b) the email address associated with your account; and (c) a detailed explanation of the reason for your refund request. We will review your request and respond within seven (7) business days.

8.5. Refund Method. Approved refunds will be issued to the original payment method used for the purchase. Processing times may vary depending on your payment provider, typically within five (5) to ten (10) business days.

8.6. Partial Refunds. In certain cases, we may offer a partial refund or service credit at our discretion, particularly if you have used a portion of the Service or if extenuating circumstances apply.

8.7. Subscription Cancellations. If applicable, subscription-based services may be canceled at any time. Upon cancellation, you will retain access through the end of your current billing period. No prorated refunds will be issued for unused portions of a billing period.

9. Specific Service Terms (Add-On Services)

10. Acceptable Use

You agree not to use the Service to: (a) violate any law or regulation; (b) infringe intellectual property or privacy rights; (c) transmit malware or harmful code; (d) probe, scan, or test the vulnerability of the Service; (e) interfere with or disrupt the Service; (f) access accounts or data not belonging to you; or (g) use the Service for high-risk activities where errors could lead to severe harm (including without limitation emergency response, critical infrastructure, or medical diagnosis).

We may investigate suspected violations and may suspend or terminate your access at our discretion, in addition to any other remedies available at law or in equity.

11. Third-Party Services and External Links

The Service may integrate with or depend on Third-Party Services. We do not control and are not responsible or liable for Third-Party Services, including their availability, security, accuracy, terms, or privacy practices. Your use of Third-Party Services is at your own risk and subject to their terms.

The Service may contain links to third-party websites or resources. Such links do not constitute endorsement. We are not responsible for the content, products, or services available from such third parties.

12. Suspension and Termination

We may suspend or terminate your access to the Service immediately, with or without notice, if we reasonably believe: (a) you have violated these Terms; (b) your use poses a security risk; (c) your use may subject us to liability; or (d) required by law. Upon termination, your license to use the Service will immediately cease.

Sections that by their nature should survive termination will survive, including without limitation intellectual property provisions, disclaimers, limitation of liability, indemnification, and dispute resolution.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY CALCULATIONS WILL BE ACCEPTED BY THE IRS OR ANY OTHER TAXING AUTHORITY.

WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY TAX SAVINGS, DEPRECIATION BENEFIT, AUDIT OUTCOME, OR FINANCIAL RESULT. RESULTS MAY VARY AND DEPEND ENTIRELY ON YOUR FACTS AND CIRCUMSTANCES, USER INPUT, AND APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (A) ANY CALCULATION, CLASSIFICATION, DEPRECIATION SCHEDULE, OR ASSET CATEGORIZATION PRODUCED BY THE SERVICE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE; (B) THE OUTPUT WILL COMPLY WITH CURRENT OR FUTURE IRS REGULATIONS, REVENUE RULINGS, REVENUE PROCEDURES, OR COURT DECISIONS; (C) THE OUTPUT WILL BE ACCEPTED BY THE IRS, ANY STATE OR LOCAL TAXING AUTHORITY, OR ANY COURT; OR (D) USE OF THE OUTPUT WILL RESULT IN ANY TAX SAVINGS, DEDUCTIONS, OR FINANCIAL BENEFITS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In such jurisdictions, our warranties are limited to the greatest extent permitted by law.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TAX PENALTIES, INTEREST ASSESSMENTS, OR AUDIT DEFENSE COSTS, ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR: (A) ANY TAX PENALTIES, INTEREST, ADDITIONAL TAX ASSESSMENTS, OR UNDERPAYMENT PENALTIES IMPOSED BY THE IRS OR ANY STATE, LOCAL, OR FOREIGN TAXING AUTHORITY; (B) ANY COSTS, FEES, OR EXPENSES INCURRED IN CONNECTION WITH AN AUDIT, EXAMINATION, OR INVESTIGATION BY ANY TAXING AUTHORITY; (C) ANY DISALLOWANCE OR ADJUSTMENT OF DEDUCTIONS, DEPRECIATION, OR TAX POSITIONS DERIVED FROM THE OUTPUT; (D) ANY LOSS OF TAX BENEFITS, CREDITS, OR REFUNDS; (E) ANY PROFESSIONAL FEES (INCLUDING CPA, ATTORNEY, OR ENROLLED AGENT FEES) INCURRED IN RESPONDING TO ANY TAXING AUTHORITY; OR (F) ANY ADVERSE TAX CONSEQUENCES RESULTING FROM RELIANCE ON THE OUTPUT, REGARDLESS OF WHETHER THE COMPANY WAS AWARE OF OR ADVISED OF THE POSSIBILITY OF SUCH CONSEQUENCES.

The limitations in this section apply to the fullest extent permitted by law and apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), and even if any remedy fails of its essential purpose.

15. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right; or (d) any claim that your input data caused damage to a third party or resulted in a tax liability.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

15.2. Release and Waiver of Tax-Related Claims. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE, WAIVE, AND FOREVER DISCHARGE THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, AND DAMAGES (WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED) ARISING OUT OF OR RELATED TO: (A) ANY TAX POSITION TAKEN OR NOT TAKEN BASED ON THE OUTPUT; (B) ANY AUDIT, EXAMINATION, OR INQUIRY BY ANY TAXING AUTHORITY; (C) ANY TAX PENALTIES, INTEREST, OR ADDITIONAL ASSESSMENTS; (D) ANY RELIANCE ON THE ACCURACY OR COMPLETENESS OF THE OUTPUT FOR TAX FILING OR REPORTING PURPOSES; AND (E) ANY DECISION TO PURCHASE, SELL, HOLD, OR IMPROVE A PROPERTY BASED ON THE OUTPUT.

15.3. Indemnification for Misrepresentation. You further agree to indemnify the Company if you represent the Output as an engineering-based cost segregation study, a professional appraisal, a CPA-prepared report (unless you purchased the CPA Review add-on and only with respect to the scope of that review), or any other professional work product that it is not, and such misrepresentation results in any claim against the Company.

16. Dispute Resolution; Arbitration; Class Action Waiver

16.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is organized or primarily operates, without regard to conflict of law provisions.

16.2. Informal Resolution First. Before initiating arbitration, you agree to contact us and attempt to resolve the dispute informally.

16.3. Arbitration. Except for claims that may be brought in small claims court (if eligible), any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its applicable rules. Arbitration may be conducted remotely unless otherwise required by law.

16.4. Class Action Waiver; Jury Trial Waiver. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND THE COMPANY HEREBY WAIVE ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.

16.5. Limitation Period. To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred.

16.6. Injunctive Relief. Notwithstanding the foregoing, we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual property, confidential information, or to prevent unauthorized access to the Service.

17. Miscellaneous

17.1. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

17.2. Waiver. Our failure to enforce any right or provision will not be deemed a waiver of such right or provision.

17.3. Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law.

17.4. Force Majeure. We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including without limitation acts of God, natural disasters, labor disputes, internet failures, governmental actions, or Third-Party Service outages.

17.5. Changes to Terms. We may modify these Terms from time to time. Changes are effective when posted. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

17.6. Contact. Questions about these Terms can be directed to our support team.

17.7. Entire Agreement. These Terms (and any order forms, plan descriptions, or additional terms presented to you in connection with a specific feature) constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements and understandings.

17.8. Service Availability and Modifications. We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice, and without liability to you. We do not guarantee any specific uptime, availability, or service level. Scheduled and unscheduled maintenance may temporarily limit access to the Service.

17.9. Electronic Communications Consent. By using the Service, you consent to receive electronic communications from us (including emails, in-app notifications, and account alerts). You agree that all notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

17.10. Data Security Disclaimer. While we implement commercially reasonable security measures to protect User Input and Output, we do not warrant that our security measures will prevent all unauthorized access, data breaches, or losses. You acknowledge that no method of electronic transmission or storage is 100% secure, and you provide User Input at your own risk.

17.11. No Third-Party Beneficiaries. These Terms are for the sole benefit of you and the Company and do not create any third-party beneficiary rights. No third party (including any taxing authority, tax professional, tenant, partner, lender, or co-investor) may enforce any provision of these Terms or assert any claim against the Company based on the Output or Service.

17.12. Cumulative Remedies. All rights and remedies provided in these Terms are cumulative and not exclusive of any other rights or remedies that may be available to the Company at law or in equity.

17.13. Export Compliance. You agree to comply with all applicable export and import control laws and regulations. You may not access or use the Service from any jurisdiction where such access or use is prohibited by law.