1.1 Types of Users

• Brokers: Individuals or entities who upload and manage CRE listings (“Listings”) on the Platform.
• General Users: Anyone who searches for properties, submits offers, uses “Lex AI,” or otherwise interacts with the Platform.

1.2 No Brokerage Relationship

Theus is not a licensed real estate brokerage in Texas (or elsewhere). No agency, fiduciary, or brokerage relationship is created by your use of the Platform. All real estate transactions are solely between the broker and any third-party buyers, tenants, or other counterparties.

1.3 Acceptance & Changes

By creating an account, submitting offers, uploading Listings, or otherwise using any features of the Platform, you agree to these Terms.
We may update or amend these Terms from time to time by posting revised Terms on the Platform with a new Effective Date. Your continued use of the Platform after any changes become effective constitutes your acceptance of the updated Terms.

2.1 Free Listings

As of the Effective Date, brokers may upload Listings free of charge, and general Users may view these Listings at no cost (subject to change per Section 9 on subscription).

2.2 Offer Submission

Any User can submit an offer on a Listing. We transmit your offer details to the listing broker.
Important: Submitting an offer does not create a brokerage relationship or agency with Theus.

2.3 Lex AI

The Platform offers an AI-driven tool called the “Research Assistant” (“Lex AI”), which provides generalized real estate or market information, property Q&A, and other generalized informational outputs.
Disclaimer: Lex AI outputs are informational only and not a substitute for professional brokerage, legal, or financial advice. Theus makes no guarantee of accuracy; you use Lex AI's information at your own risk.

3.1 Ownership of Listing Data

Brokers retain full ownership of the data, images, descriptions, or other content they submit (“Listing Data”).

3.2 License to Theus

By posting Listing Data, you grant Theus a non-exclusive, worldwide, royalty-free license to display, reproduce, distribute, and otherwise use your Listing Data for operating and promoting the Platform.

3.3 No Conflicting Exclusivity

You (the broker) represent and warrant that you have not granted, and will not grant, any exclusive rights to third parties that conflict with Theus's right to use your Listing Data.

3.4 Accuracy & Authority

You warrant that you are legally authorized to upload your Listing Data and that the information is accurate, lawful, and does not infringe any third-party rights.

3.5 Right to Enforce / DMCA

You authorize Theus, at our discretion, to take reasonable enforcement actions (including issuing notices or filing takedown requests) if a third party infringes your Listing Data.
For any copyright-related disputes under U.S. law, we adhere to a DMCA Notice & Takedown procedure (available on our Platform or by request).

4.1 Definition

“AI-Generated Content” includes property summaries, marketing narratives, lease abstracts, or any other outputs produced by Theus's AI tools (including Lex AI).

4.2 Ownership & License

Theus (or its affiliates) retains all rights, title, and interest in AI-Generated Content.
We grant brokers a limited, non-exclusive license to use AI-Generated Content solely for marketing or promoting their own Listing Data.
You may not sublicense, distribute, or otherwise share AI-Generated Content with third parties (especially competitors) without our written permission.

4.3 Disclaimer

Theus does not guarantee the accuracy or completeness of AI-Generated Content. Always verify AI outputs before relying on them for any business or investment decisions.

5.1 Lawful Use

You agree to use the Platform only in compliance with all applicable laws and regulations (e.g., CAN-SPAM, GDPR, CASL for email outreach).

5.2 Prohibited Conduct

• Post unlawful, defamatory, infringing, or misleading content.
• Submit fraudulent or misleading offers.
• Reverse-engineer or tamper with any part of the Platform or AI tools.
• Scrape, harvest, or otherwise collect data from the Platform without authorization.
• Send unsolicited mass emails or spam via any Platform feature (including AI-driven outreach tools).

5.3 No Brokerage Liability

Brokers are fully responsible for their Listings and any subsequent negotiations or transactions. Theus assumes no liability for any disputes or claims arising out of a broker's or user's conduct.

6.1 No Agency

Your use of the Platform does not create an agency, fiduciary, or brokerage relationship between you and Theus.

6.2 Licensed Broker Status

Theus is not a licensed brokerage in any jurisdiction. We do not guarantee or warrant that the listings or AI content meet your local licensing requirements.

7.1 “As Is” and “As Available”

The Platform (including all Listings, AI-Generated Content, and Lex AI outputs) is provided on an “as is” and “as available” basis. Theus disclaims all warranties, express or implied, including those of accuracy, reliability, merchantability, fitness for a particular purpose, and non-infringement.

7.2 Property Data

All property information is supplied by the listing broker or third parties. Theus does not verify Listing details (e.g., price, square footage, condition) and is not liable for any errors or omissions.

7.3 No Investment Advice

Nothing on the Platform constitutes legal, financial, or investment advice. You are solely responsible for your decisions and should consult professional advisors.

8.1 No Liability for Transactions

Theus is not a party to any real estate transaction. All negotiations and resulting transactions are strictly between the broker/owner and the user submitting the offer.

8.2 Cap on Damages

If the Platform is provided to you for free, Theus's total liability to you for any claim is zero, to the fullest extent allowed by law. If you are a paid subscriber, Theus's total liability will not exceed the amounts you paid to Theus in the six (6) months preceding the event giving rise to the claim (or the minimum amount required by applicable law, if any).

8.3 No Consequential Damages

In no event shall Theus be liable for indirect, incidental, special, punitive, or consequential damages, even if advised of the possibility of such damages.

8.4 Force Majeure

Theus will not be liable for any failure to perform due to circumstances beyond its reasonable control (e.g., natural disasters, cyberattacks, strikes, or governmental orders).

9.1 Subscription Model

Certain features (e.g., advanced AI-driven marketing credits) may require a paid subscription, described in your separate Subscriber Agreement (if any).

9.2 Auto-Renew & Cancellation

Subscriptions may auto-renew unless otherwise specified. You can cancel your subscription by following the cancellation procedures set forth on the Platform or in your Subscriber Agreement.

9.3 Taxes

All subscription fees listed on the Platform are exclusive of applicable taxes unless otherwise indicated. Where Stripe (or another payment processor) automatically calculates, collects, and remits taxes on Theus's behalf, such taxes will be added to your invoice at checkout.
For jurisdictions where automated tax collection is not supported, you may be responsible for self-reporting and remitting any applicable taxes to your local tax authorities.

9.4 Failure to Pay

Nonpayment of fees may result in suspension or termination of your account.

11.1 Governing Law

These Terms are governed by and construed under the laws of the State of Texas, without regard to its conflict-of-laws principles.

11.2 Forum / Arbitration

If no mandatory arbitration: Any dispute may be brought in state or federal courts located in Dallas, Texas. You consent to personal jurisdiction in those courts.
If you opt for arbitration: Disputes may be resolved by binding arbitration administered by the American Arbitration Association in [County], Texas, and you waive any right to a trial by jury or to participate in a class action.

11.3 Class Action Waiver

All claims must be brought in individual capacity; no party may bring or participate in a class or representative proceeding.

12.1 Right to Modify

Theus may update these Terms at any time by posting the revised Terms with a new Effective Date. Continued use of the Platform after any change indicates acceptance.

12.2 Termination by Theus

We may suspend or terminate your account or access to the Platform at any time, with or without notice, if we believe you have violated these Terms or applicable law.

12.3 Termination by You

You may discontinue using the Platform at any time and, if applicable, cancel any subscription according to the specified process.

12.4 Effect of Termination

We may continue to display any Listing Data or AI-Generated Content posted before termination if necessary for ordinary Platform operations, subject to these Terms.
Provisions regarding ownership, indemnification, limitations of liability, and dispute resolution shall survive termination.

13.1 Assignment

Theus may assign or transfer these Terms (in whole or in part) in connection with a merger, acquisition, or sale of assets. You may not assign your rights or obligations without Theus's prior written consent.

13.2 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

13.3 Severability

If any part of these Terms is deemed invalid or unenforceable, the remaining provisions remain in full force and effect.

13.4 No Waiver

Failure by Theus to enforce any provision does not constitute a waiver of that provision or any other right.

13.5 Entire Agreement

These Terms (including any referenced Subscriber Agreement and our Privacy Policy) constitute the entire agreement between you and Theus regarding the Platform, superseding all prior agreements or understandings, written or oral.

13.6 Notices

You agree to receive notices electronically (e.g., via email or in-app notification). For questions, contact: support@theus.com.

13.7 Electronic Signature

Clicking “I Agree” or a similar button constitutes your electronic signature, indicating that you fully accept and agree to these Terms.