Terms and Conditions

1. Acceptance of Terms

By accessing or using the UnderContrac platform — including our website, mobile application, and any related products or services (collectively, the “Platform”) — you (“User,” “you”) agree to be bound by these Terms of Use (“Terms”). If you do not agree to these Terms, you may not access or use the Platform. Use of the Platform is also governed by our Privacy Policy

2. Platform Description

UnderContrac Inc. (“UnderContrac,” “we,” “us,” or “our”) provides a technology platform that enables real-estate developers to organize and present capital-raise materials, track project milestones, and communicate with potential investors.

UnderContrac does not:

• Offer or sell securities;
• Provide investment, legal, or tax advice;
• Facilitate or process financial transactions; or
• Act as a broker-dealer, funding portal, or investment advisor.

Any capital-raising activities are conducted solely by the developers who use the Platform. UnderContrac’s role is limited to providing software tools that support organization, communication, and transparency.

3. Eligibility

You must be at least 18 years of age to use the Platform. By using the Platform, you represent and warrant that you meet this requirement.

4. Account Registration

Certain Platform features require you to create an account. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us immediately of any unauthorized access or suspected breach of security.

5. Conditions of Use

You agree to use the Platform only for lawful, non-fraudulent purposes and in accordance with these Terms.

You may not:

• Misrepresent your identity or affiliation
• Upload or share false, misleading, or illegal content
• Attempt to reverse-engineer, tamper with, or disrupt the Platform
• Use scraping, bots, or automated tools to extract data
• Copy, reproduce, or redistribute Platform functionality
• Use the Platform to advertise, offer, or sell securities in violation of any law.

UnderContrac reserves the right to investigate and take legal or administrative action for any violation.

6. No Financial Transactions or Advice

UnderContrac does not custody funds, process payments, or participate in any securities transactions.

All projects or investment opportunities displayed on the Platform are created and managed by independent developers or sponsors.

UnderContrac does not verify, endorse, or guarantee the accuracy, performance, or completeness of any offering materials or project data. Users are solely responsible for performing their own due diligence and are strongly encouraged to consult licensed legal, financial, or tax professionals before making any investment or financing decisions.

7. Limited License

UnderContrac grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for lawful business purposes related to evaluating or managing real-estate projects. All rights not expressly granted are reserved by UnderContrac.

8. Intellectual Property & Proprietary Rights

All technology, designs, software code, trade secrets, algorithms, processes, workflows, product concepts, text, graphics, and other content made available through the Platform are and shall remain the exclusive property of UnderContrac Inc. or its licensors.

The Platform and related materials are protected by copyright, trademark, trade-secret, and other intellectual-property laws. Unauthorized use, reproduction, modification, distribution, or disclosure, whether for personal, commercial, or competitive purposes, is strictly prohibited and may result in civil and criminal liability.

UnderContrac’s proprietary systems, including its milestone-based capital-management architecture and AI-assisted deal-generation technology, are protected by trade-secret, copyright, and other intellectual-property rights. These systems represent confidential, proprietary innovations owned exclusively by UnderContrac.

All rights are reserved, and UnderContrac actively enforces its intellectual-property rights against any unauthorized use, replication, or reverse engineering.

You acknowledge that:

• You gain no ownership rights by accessing or using the Platform;
• You will not use, disclose, or attempt to appropriate any proprietary ideas or features derived from UnderContrac; and
• Any feedback, suggestions, or ideas you provide become the sole property of UnderContrac without compensation.

9. User Content

You retain ownership of any project data, text, images, or other materials you upload to the Platform (“User Content”).

By uploading such content, you grant UnderContrac a limited, worldwide, non-exclusive license to host, store, display, and use your User Content solely to operate and improve the Platform.

You represent that you have all necessary rights to upload such content and that doing so does not infringe the rights of any third party.

10. Confidentiality

You agree not to disclose, copy, or use any non-public information obtained through the Platform, including proprietary data, product features, workflows, or designs, for any purpose other than lawful use of the Platform. All confidential and proprietary information of UnderContrac remains our exclusive property. We reserve the right to pursue all available legal remedies for unauthorized disclosure or misuse.

11. AI Tools & Generated Content

The Platform may use artificial-intelligence technologies to assist in drafting or analyzing materials (“AI Tools”).

AI-generated outputs are provided for informational purposes only and may contain inaccuracies. You are solely responsible for reviewing and validating any AI-generated content before use. UnderContrac makes no warranty regarding the accuracy, legality, or completeness of AI outputs and assumes no liability for their use.

12. Compliance With Third-Party AI API Policies

UnderContrac may utilize third-party AI APIs, such as OpenAI, for certain features. By using these features, you agree to comply with all applicable API provider terms, usage policies, and content standards. Any violation of those policies may result in suspension or termination of access to AI-related functionality.

13. Third-Party Services & Integrations

The Platform may integrate with or rely on third-party services and APIs, including but not limited to hosting, payment, identity-verification, and artificial-intelligence providers. UnderContrac does not control and is not responsible for the performance, security, or availability of these third-party services.

Your use of such services is subject to their respective terms and privacy policies.

14. Platform Access and Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time without notice. UnderContrac will not be liable for any interruption, suspension, or loss of access.

15. Disclaimer of Warranties

The Platform is provided on an “as is” and “as available” basis. UnderContrac makes no warranties, express or implied, regarding the Platform’s accuracy, completeness, reliability, or suitability for any particular purpose.

16. Limitation of Liability

To the fullest extent permitted by law, UnderContrac and its officers, directors, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including, without limitation, lost profits, investment losses, data loss, or business interruption, arising out of or related to your use of the Platform.

17. Indemnification

You agree to indemnify, defend, and hold harmless UnderContrac, its officers, directors, employees, and affiliates from and against any claims, damages, losses, or liabilities (including reasonable attorneys’ fees) arising from: 

• (a) your use of the Platform;
• (b) your violation of these Terms; or
• (c) your breach of any applicable law or regulation.

18. Termination

We may suspend or terminate your access to the Platform at any time, with or without notice, if we reasonably believe you have violated these Terms, misused the Platform, or engaged in activity that could harm UnderContrac, other users, or any third party. Upon termination, your right to use the Platform immediately ceases. Provisions intended to survive termination, including intellectual property, confidentiality, indemnification, and limitation of liability, remain in effect.

19. Data Security & Privacy

We implement reasonable administrative, technical, and physical safeguards to protect user data. However, no system is entirely secure, and we cannot guarantee absolute protection. Your use of the Platform is also subject to our Privacy Policy, which describes how we collect, use, and safeguard your information.

20. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles.

Any disputes shall be resolved exclusively in the state or federal courts located in Delaware.

21. Changes to These Terms

We may update these Terms from time to time. When changes are made, we will revise the “Effective Date” above. Continued use of the Platform following any updates constitutes your acceptance of the revised Terms.

22. Contact Us

Questions about these Terms? Contact us through our Contact form

Beta-Phase Notice

During UnderContrac’s beta phase, all Platform features are provided for informational and workflow purposes only.

Future versions may expand integrations and compliance capabilities as permitted by applicable law.