Terms of Service

1. Acceptance of Terms

By creating an account, joining our waitlist, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Platform.

We may update these Terms from time to time. Continued use after changes are posted constitutes acceptance of the updated Terms. We will notify you of material changes via email or a prominent notice on the Platform.

2. Eligibility

To use Proprium, you must:

• Be at least 18 years of age;
• Have the legal authority to enter into a binding agreement;
• Be the legal owner of, or have the legal authority to manage, the rental properties you add to the Platform;
• Comply with all applicable federal, state, and local laws, including landlord-tenant regulations in each jurisdiction where your properties are located;
• Not have been previously suspended or removed from the Platform.

If you are using the Platform on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

3. Account Registration

To access most features of the Platform, you must create an account. When you register, you agree to:

• Provide accurate, current, and complete information;
• Maintain and promptly update your account information;
• Keep your login credentials confidential and secure;
• Accept responsibility for all activity under your account;
• Notify us immediately of any unauthorized use of your account.

We reserve the right to suspend or terminate accounts that contain inaccurate information or that we reasonably believe are being used in violation of these Terms.

4. The Proprium Services

Proprium is an AI-powered property management platform designed to help rental property owners manage their properties more efficiently and at a lower cost than traditional property management. Our services include, but are not limited to:

• Tenant Communication: AI-managed messaging with tenants for inquiries, requests, and notices;
• Rent Collection: Automated rent collection, payment tracking, and owner disbursements;
• Maintenance Triage: AI-powered assessment of maintenance requests, severity classification, and routing;
• Contractor Dispatch: Coordination with vetted contractors for property repairs and maintenance;
• Compliance Monitoring: Automated tracking of relevant landlord-tenant regulations;
• Reporting: Financial reports, property performance data, and activity logs.

4.1 Waitlist & Pre-Launch

Proprium is currently in a pre-launch phase with a target launch date of Q3 2026. Joining the waitlist does not guarantee access to the Platform, a specific launch date, or specific features at launch. We reserve the right to modify the scope of services, pricing, and availability before and after launch.

4.2 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access to the Platform. We may temporarily suspend access for maintenance, updates, or other operational reasons. We are not liable for any losses resulting from service interruptions.

5. AI-Powered Features

Proprium uses artificial intelligence to automate and assist with property management tasks. You acknowledge and agree that:

• AI is a tool, not a substitute for professional judgment. While our AI is designed to be helpful and accurate, it may make errors. You are ultimately responsible for the management of your properties and should review AI-generated communications, decisions, and recommendations.
• AI communications are sent on your behalf. Messages sent by the AI to your tenants are sent as your agent. You are responsible for reviewing and, where appropriate, correcting AI communications.
• AI does not provide legal advice. Compliance monitoring features are informational only and do not constitute legal advice. Consult a licensed attorney for legal matters related to your properties.
• Approval thresholds apply. You may configure spending limits and approval thresholds. The AI will operate within those limits but may request your approval for actions that exceed them.
• We continuously improve our AI. AI models and behaviors may be updated over time. We will notify you of material changes to AI functionality.

6. Financial Terms

6.1 Pricing

Proprium charges a flat monthly fee per property, depending on your plan. The specific fee applicable to your account will be displayed during registration and in your account settings. We do not charge percentage-based management fees, placement fees, lease renewal fees, or maintenance markup on contractor costs.

6.2 Payment Processing

Rent payments from tenants are collected through our third-party payment processor(s). Collected rent, minus the applicable Proprium management fee and any authorized expenses (such as contractor payments), will be disbursed to you according to the schedule described in your account settings. Standard disbursement is monthly, though alternative schedules may be available.

6.3 Taxes

You are solely responsible for all tax obligations related to your rental income. Proprium does not withhold taxes on your behalf and does not provide tax advice. We may provide annual summaries of transactions to assist with your tax preparation.

6.4 Authorized Expenses

When you authorize maintenance or repairs (either manually or through pre-set approval thresholds), the associated contractor costs may be deducted from collected rent before disbursement or billed separately. You will receive itemized records of all expenses.

6.5 Refunds

Management fees are earned when collected and are generally non-refundable. If the Platform experiences a material failure that prevents us from delivering the services you paid for, we will issue a pro-rated credit at our discretion.

7. Property Owner Responsibilities

As a property owner using Proprium, you are responsible for:

• Legal compliance: Ensuring your properties comply with all applicable housing codes, safety regulations, fair housing laws, and landlord-tenant laws in your jurisdiction;
• Accurate information: Providing accurate and complete property details, lease terms, tenant information, and financial data;
• Insurance: Maintaining adequate property insurance, including landlord liability insurance;
• Property condition: Maintaining your properties in a safe and habitable condition;
• Lease agreements: Ensuring your leases are legally valid and enforceable. Proprium may provide lease templates, but you are responsible for their legal sufficiency;
• Reviewing AI actions: Periodically reviewing AI-generated communications, maintenance decisions, and financial transactions;
• Timely responses: Responding to approval requests and escalated matters in a timely manner;
• Funding repairs: Maintaining sufficient funds to cover authorized maintenance and repair costs.

8. Tenant Interactions

Proprium facilitates communication between property owners and tenants. You acknowledge that:

• Proprium acts as your agent, not as a landlord, in communications with tenants;
• You remain the landlord of record with all associated legal obligations;
• Tenants may interact with AI-powered systems for routine inquiries, maintenance requests, and rent payment;
• Sensitive or legally significant communications (e.g., eviction notices, lease violations) may require your direct involvement and review;
• Proprium does not screen or select tenants unless a tenant screening feature is explicitly offered and you opt in;
• You must ensure tenants are notified that an AI system may be used to manage certain property management communications.

9. Contractor Dispatch

Proprium maintains a network of vetted contractors for property maintenance and repair. Regarding contractor services:

• Independent contractors: Contractors dispatched through Proprium are independent third parties, not employees or agents of Proprium;
• Vetting: We perform reasonable due diligence on contractors in our network, including license verification and insurance checks, but we do not guarantee the quality or outcome of their work;
• Your approval: Contractor dispatch follows your configured approval thresholds. Emergency situations (e.g., burst pipes, gas leaks) may be handled at the AI's discretion within emergency spending limits you set;
• No markup: Proprium does not add markup to contractor costs. You pay the contractor's rate directly;
• Disputes with contractors: Any disputes regarding the quality of contractor work are between you and the contractor. Proprium will assist in facilitating resolution but is not a party to contractor agreements.

10. Prohibited Uses

You agree not to use the Platform to:

• Violate any applicable law or regulation, including fair housing laws;
• Discriminate against tenants or prospective tenants on any legally protected basis;
• Upload or transmit false, misleading, or fraudulent information;
• Interfere with or disrupt the Platform's infrastructure;
• Attempt to gain unauthorized access to the Platform or other users' accounts;
• Use the Platform for any properties you do not own or have legal authority to manage;
• Reverse-engineer, decompile, or otherwise attempt to extract the source code of the Platform;
• Use automated scripts, bots, or other tools to access the Platform (other than the AI features we provide);
• Harass, threaten, or abuse tenants or other users through the Platform.

11. Intellectual Property

The Platform, including its software, design, text, graphics, logos, and all AI models and algorithms, is owned by Proprium and is protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose, subject to these Terms.

You retain ownership of all content you upload to the Platform (property data, documents, images, etc.). By uploading content, you grant us a non-exclusive, worldwide license to use, process, and store that content as necessary to provide the services.

12. Privacy

Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information. By using the Platform, you consent to the data practices described in the Privacy Policy.

13. Disclaimers & Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. We disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that:

• The Platform will be uninterrupted, error-free, or secure;
• AI-generated outputs will be accurate, complete, or appropriate for your specific situation;
• The Platform will meet all of your requirements;
• Any defects will be corrected in a timely manner.

Proprium is not a licensed property management company, real estate broker, attorney, or financial advisor. The Platform is a technology tool that assists property owners in managing their own properties. You should consult licensed professionals for legal, financial, and real estate advice.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPRIUM LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages;
• Loss of profits, revenue, data, or business opportunities;
• Damages arising from AI-generated communications, recommendations, or decisions;
• Damages arising from contractor work dispatched through the Platform;
• Damages resulting from unauthorized access to your account;
• Any amount exceeding the total fees you paid to Proprium in the twelve (12) months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Proprium, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform;
• Your violation of these Terms;
• Your violation of any applicable law or regulation;
• Your breach of any landlord-tenant obligation;
• Disputes between you and your tenants;
• Disputes between you and contractors;
• Any content you submit to the Platform.

16. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

16.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at legal@proprium.ai and attempt to resolve the dispute informally for at least 30 days.

16.2 Binding Arbitration

If we cannot resolve the dispute informally, you and Proprium agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. The arbitration will be conducted in Wake County, North Carolina, or remotely, at the arbitrator's discretion.

16.3 Class Action Waiver

YOU AND PROPRIUM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any class or representative proceeding.

16.4 Exceptions

Either party may bring an individual action in small claims court for disputes within its jurisdictional limits. Either party may seek injunctive relief in any court of competent jurisdiction for actual or threatened infringement of intellectual property rights.

16.5 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@proprium.ai within 30 days of first accepting these Terms. The opt-out notice must include your name, address, and a clear statement that you wish to opt out of arbitration.

17. Termination

17.1 By You

You may close your account at any time by contacting us or through your account settings. Upon termination, you remain responsible for any outstanding fees or obligations incurred before termination.

17.2 By Us

We may suspend or terminate your account at any time, with or without cause, including if we reasonably believe you have violated these Terms. We will make reasonable efforts to notify you before termination, except where immediate action is necessary to protect the Platform or other users.

17.3 Effect of Termination

Upon termination:

• Your right to use the Platform ceases immediately;
• We will complete any pending financial transactions (rent disbursements, contractor payments) in progress at the time of termination;
• We will provide you a reasonable window (30 days) to download your data;
• Sections that by their nature should survive (including Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law) will survive termination.

18. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by email or through the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms.

If you do not agree with the updated Terms, you must stop using the Platform and close your account before the changes take effect.

19. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict-of-law principles. To the extent that litigation is permitted under these Terms, you consent to the exclusive jurisdiction of the state and federal courts located in Wake County, North Carolina.

20. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Proprium regarding the Platform.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: We shall not be liable for any failure to perform our obligations where such failure results from events beyond our reasonable control, including natural disasters, acts of government, or infrastructure failures.
• Notices: We may send you notices via email to the address associated with your account. You may send notices to us at the contact information below.

21. Contact Information

If you have any questions about these Terms, please contact us:

Proprium
Email: legal@proprium.ai
Website: proprium.ai