Software License Terms and Conditions

Clause I. Definitions

The capitalized terms included in these TOS shall be interpreted as follows:

• Client: Refers to the Licensee's end customer interested in acquiring a real estate unit.
• Client Data: Refers to the information provided by the Client to LaHaus AI or to the Developer.
• Licensee Data: Information provided by the Licensee to LaHaus AI.
• License: A limited, non‑exclusive, non‑transferable right of use granted to the Licensee in accordance with these TOS and the provisions of the Order Form.
• Order Form: The document signed by the Licensee for the specific licensing terms (scope, duration, fees, and number of users).
• Intellectual Property: Copyrights, trademarks, trade secrets, patents, and all other rights arising from the development and operation of LaHaus AI.
• SaaS: The Software as a Service model by which LaHaus provides remote access to the Software over the internet, without transfer of source code or local installation.
• Software or LaHaus AI: An artificial‑intelligence agent based on a large language model (LLM) and a Retrieval‑Augmented Generation (RAG) system, offered as a service (SaaS), designed to provide guidance for searching and purchasing pre‑sale real‑estate projects. The Licensee may change LaHaus AI's name as the company's AI agent.

Clause II. Purpose

These TOS govern the grant of a License by LaHaus to the Licensee under the SaaS service model, in accordance with the conditions agreed in the Order Form.

Clause III. Scope of the License

1. The license is granted on a non‑exclusive, limited, revocable, and non‑transferable basis, for the Licensee's internal use only and under the terms described in the Order Form.
2. The Licensee acknowledges that LaHaus AI is an automated tool that does not replace the advice of human professionals, and its use is solely informative and supportive.
3. The Licensee may access and use LaHaus AI through the SaaS platform provided by LaHaus during the term of the license and for the purposes permitted by this contract.
4. The following are expressly prohibited:
   1. Sublicensing, assigning, transferring, or leasing the Software or any of its components, unless expressly stated in the Order Form.
   2. Modifying, altering, decompiling, reverse engineering, translating, or creating derivative works of the Software.
   3. Using the Software to directly or indirectly develop technological or artificial‑intelligence solutions that compete with LaHaus AI or replicate its operation.
   4. Integrating LaHaus AI into other products, platforms, or environments without LaHaus' prior written authorization.
   5. Accessing the Software outside the environments, domains, or APIs provided or authorized by LaHaus.
   Any unauthorized use shall constitute a material breach of this contract and shall give rise to its immediate termination, without prejudice to the corresponding legal actions.
5. Under no circumstance will LaHaus use the Licensee's Clients' personal data for commercial purposes, including:
   1. Contact by LaHaus' sales force.
   2. Transfer or transmission of data to the Licensee's direct competitors.
   3. Marketing campaigns or client re-engagement via WhatsApp or other data-message channels on behalf of LaHaus.
6. However, LaHaus may access a Licensee's Client data if that Client has individually registered directly through LaHaus' official channels.

Clause IV. Term, Price and Payment Method

The price, term, and payment method for the License shall be those indicated in the Order Form. Failure to make timely payment will accrue default interest and result in suspension of the service without the need for judicial declaration.

Clause V. Use of Artificial Intelligence for Automated Responses

• Definition of Artificial Intelligence (AI): For purposes of these T&C, AI is defined as any technology designed to emulate human intelligence, including but not limited to machine-learning algorithms and natural-language processing.
• Our AI ("LaHaus AI"): LaHaus AI is an artificial-intelligence agent based on a large language model (LLM) and a Retrieval-Augmented Generation (RAG) system designed to provide guidance for searching and purchasing real-estate projects.
• Automated Responses: Automated responses are those generated using AI, which may be provided automatically and in real time, without direct human intervention in each response.
• Purpose and Limitations: Automated responses are intended to provide general information, guidance, or assistance based on data and patterns previously analyzed by the AI. They should not be considered legal, financial, or other specialized professional advice in real-estate matters.
• Accuracy of Responses: We strive to ensure the accuracy and relevance of automated responses but do not guarantee that they will be completely accurate or error-free. The Licensee accepts that the use of such responses is at its own risk and responsibility.
• Licensee Responsibility: The Licensee understands and accepts that automated responses may not address specific individual situations or unique circumstances. It is the Licensee's responsibility to verify information and, in case of doubt, to seek appropriate professional advice.
• Continuous Improvement and Updates: We reserve the right to improve, update, or modify the AI used to generate automated responses without prior notice. This may affect the future accuracy, availability, or functionality of the responses.
• Privacy and Personal Data: By using our automated response service, the Licensee consents to the processing of personal data necessary to improve the accuracy and relevance of the responses. We are committed to protecting privacy and confidentiality in accordance with our privacy and personal-data processing policy.
• Limitation of Liability: To the maximum extent permitted under law, we disclaim any liability for direct, indirect, incidental, or consequential damages arising from the use of automated responses, including but not limited to loss of profits, data, reputation, or business interruption. The Licensee is solely responsible for decisions made based on information provided by LaHaus AI. LaHaus shall not be liable for erroneous decisions or consequences arising from use of the Software.

Clause VI. Intellectual Property

1. The Licensee expressly acknowledges that all intellectual and industrial property rights related to LaHaus AI—including, but not limited to, language models, RAG systems, data structures, graphical interfaces, trademarks, designs, knowledge bases, user manuals, technical documentation, and any improvements or updates—are the exclusive property of LaHaus.
2. Copying, reproducing, distributing, publicly communicating, transforming, adapting, or using any protected elements of LaHaus AI for purposes other than those authorized by this contract is strictly prohibited and may result in immediate termination of the contract and the civil, contractual, and criminal actions that may apply.
3. The Licensee may not register trademarks, domains, trade names, software, databases, or any other similar elements that may cause confusion regarding ownership of rights related to LaHaus AI.
4. LaHaus reserves all rights not expressly granted under this contract.
5. If the Licensee becomes aware of any infringement of LaHaus' rights, it must notify LaHaus immediately and cooperate with the necessary actions for their defense.
6. Any suggestions, feedback, ideas, or improvements provided by the Licensee shall be deemed non-confidential and shall become the exclusive property of LaHaus without any right to additional compensation.

Clause VII. Privacy Policy and Processing of Licensor's Data

1. LaHaus will process Licensee Data in accordance with the Privacy Policy available at: Privacy Policy.
2. Client Data will be used exclusively for the operation of the Software and purposes related to the provision of the service.
3. The Licensee shall apply technical, administrative, and legal security measures to protect Client Data.
4. The Licensee declares that it has obtained authorization from personal-data subjects.
5. The Licensee may exercise its rights of access, correction, deletion, and revocation by contacting the channel designated by LaHaus.
6. The Licensee shall be solely responsible for ensuring that it has the necessary authorizations to process personal data, including sensitive data, if such data are collected through LaHaus AI.
7. Licensee is the controller of all data it uploads to or transmits through LaHaus AI and represents and warrants it has provided all required notices and obtained all valid consents or other legal bases (including channel-specific opt-ins) under applicable data-protection and e-communications laws. Licensee acknowledges it has reviewed Licensor's Privacy Policy and will use LaHaus AI in compliance with them; Licensee will not submit special category/children's data unless a signed addendum expressly permits it. To the maximum extent permitted by law, Licensee releases and waives all claims against Licensor arising from Licensee's collection, submission, or use of Client Data and the communications or processing it initiates via LaHaus AI, except to the extent caused by Licensor's breach of the Agreement and Licensee shall defend, indemnify, and hold harmless Licensor from third party claims, fines, and costs arising from Licensee's noncompliance.

Clause VIII. Privacy Policy for the Licensee's Customers

This Personal Data Processing Policy describes how LaHaus acts in the capacity of Data Processor with respect to personal data managed by Licensees using the LaHaus AI software.

This Policy does not apply when we act as Data Controller in other commercial or administrative relationships involving our own data, such as suppliers, employees, or users of our institutional website.

1. Role as Data Processor: In the contractual relationship binding us to each Licensee, LaHaus AI acts exclusively as a Data Processor. This means that we access, store, transmit, or process personal data solely in accordance with documented instructions from the Licensee, who acts as the Data Controller. Each Licensee is solely responsible for:
   1. Obtaining consent from data subjects.
   2. Ensuring the lawfulness, purpose limitation, and proportionality of the processing.
   3. Complying with applicable regulations and attending to data-subject rights.
2. Purpose of Access to Data: LaHaus AI's access to Client personal data is strictly limited to the provision of the service contracted by the Licensee, and under no circumstances will we use Licensee clients' personal data for our own, commercial, or advertising purposes. The purposes are described below:
   1. Operating, maintaining, and improving the LaHaus AI platform.
   2. Providing technical support and service monitoring.
   3. Ensuring the system's security, integrity, and availability.
   4. Fulfilling contractual obligations.
3. Security Measures: LaHaus AI implements reasonable technical, administrative, and organizational measures to protect processed personal information against loss, misuse, unauthorized access, disclosure, or alteration. These measures include, among others:
   1. Role-based access control.
   2. Event logging (logs) and operation traceability.
   3. Backups.
4. Transfers and Sub-processors: Any transfer of data to third-party sub-processors (e.g., cloud service providers) will be notified to the Licensee and will be subject to agreements ensuring compliance with the same level of protection. We will not carry out international data transfers without the Controller's express authorization.
5. Data-Subject Rights: Data subjects must exercise their rights of access, correction, deletion, or revocation directly before the Data Controller (the Licensee). As a Processor, we will support the Controller as necessary to address such requests, provided that we are formally instructed to do so.
6. Term and Contact: This policy may be modified at any time, with notice to the Licensee. If you have questions about this policy or need to report a security incident, you may contact us at: servicioalcliente@lahaus.com

Clause IX. Obligations of the Licensee

The Licensee undertakes to:

1. Provide LaHaus with all required information about the project(s) together with their technical and commercial specifications, amenities, and other relevant characteristics to ensure LaHaus AI's proper operation.
2. Use LaHaus AI exclusively for the purposes set forth in these TOS of the law of the applicable jurisdiction.
3. Ensure that authorized users who access LaHaus AI are properly trained and comply with the restrictions of the contract.
4. Be solely responsible for ensuring that it has the necessary authorizations to process personal data, including sensitive data, if such data are collected through LaHaus AI.
5. Keep its access credentials and those of its users strictly confidential and immediately report any unauthorized access.
6. Adopt appropriate technical, administrative, and organizational measures to prevent misuse of LaHaus AI or of data processed through it.
7. Inform LaHaus of any security incident, vulnerability, error, or malfunction of LaHaus AI detected during use.
8. Refrain from performing load, vulnerability, or penetration tests on LaHaus AI without LaHaus' prior written authorization.
9. Not sublicense LaHaus AI's use or use LaHaus AI to offer services to third parties.
10. Comply with all laws applicable to the use of LaHaus AI, including those relating to data protection, intellectual property, competition, and consumer protection.
11. Be liable for the acts of its employees, representatives, or contractors who access LaHaus AI, including misuse or abusive use of the platform.
12. By accepting these TOS, the Licensee undertakes, directly or through a third party, not to:
    1. Engage in activities that constitute anti-competitive practices, unfair competition, or violations of consumer-protection rights.
    2. Promote misleading or inaccurate advertising.
    3. Engage in criminal activities, especially those related to technology and information misuse, identity substitution, or fraud.
    4. Engage in obscene, offensive, or privacy-invasive activities.
    5. Defame, abuse, harass, threaten, or violate any public freedom or civil or human right or any other right of property, privacy, and/or publicity of other users or third parties.
    6. Infringe personal-data protection rules.

Clause X. Warranties and Liability

1. The Software is provided on an "as-is" basis; therefore, LaHaus grants no express or implied warranties regarding the Software's fitness for the Licensee's particular needs.
2. LaHaus shall not be liable for:
   1. Indirect or consequential damages, loss of revenue, business opportunities, goodwill, or data loss.
   2. Failures resulting from misuse of the Software, the Licensee's negligence, unauthorized configurations, force majeure, or external causes beyond LaHaus' control.
   3. Results, inferences, or decisions made by the Licensee based on responses generated by the Software.
3. LaHaus' total liability to the Licensee, on any contractual or extra-contractual grounds, shall be limited to the amount actually paid by the Licensee during the three (3) months preceding the event giving rise to the damage.
4. LaHaus shall not be liable for temporary service interruptions due to maintenance, updates, or improvements, provided that the Licensee is notified at least twenty-four (24) hours in advance.
5. Under no circumstances does the Software replace specialized professional advice in law, finance, or real-estate investments. Its use is limited to non-binding informational and advisory support.

Clause XI. Indemnity

The Licensee undertakes to indemnify and hold LaHaus, its subsidiaries, affiliates, shareholders, officers, and employees harmless from any claim, lawsuit, legal action, expense, expert fees—including legal and financial advisors—and any cost caused by or arising from the Licensee's breach or disregard of these TOS. If LaHaus, its affiliates, officers, shareholders, and/or employees are ordered to pay amounts because of conduct violating these TOS by the Licensee, the Licensee shall be obligated to pay LaHaus, immediately upon request, the sums that the affected party must pay under the judgment, resolution, or agreement issued by the competent authority.

LaHaus shall not be liable to third parties, including the Licensee's Clients. The Licensee shall hold LaHaus harmless from any third-party claim related to the use of LaHaus AI.

Clause XII. Term and Termination

The term of the License shall be that established in the Order Form and may be extended for successive periods by express agreement.

LaHaus may immediately terminate the contract if the Licensee:

1. Breaches any of the obligations set forth in this contract.
2. Uses the Software for purposes other than those authorized.
3. Engages in unauthorized use, violates intellectual property, or repeatedly fails to pay.

In the event of early termination for reasons attributable to the Licensee, there will be no refunds or financial compensation, without prejudice to LaHaus' right to seek damages.

Upon termination of the contract:

1. All access to the Software shall be immediately revoked.
2. The Licensee shall cease use, delete any downloaded or copied material, and refrain from using references to the product.
3. LaHaus may retain anonymized Licensee usage data for statistical or service improvement purposes.

Clause XIII. Amendments

LaHaus may unilaterally update or amend these Terms and Conditions for technical or legal reasons, or to improve the service. Where possible, LaHaus will make a notice of the amendments available on his web page. The changes to the Terms and Conditions will not apply retroactively and will take effect once published. It is the Licensee's responsibility to review the Terms and Conditions periodically. Continued use shall be deemed express acceptance.

This document constitutes the most up-to-date version of the Terms and Conditions. Any liability that could be attributed to LaHaus because of permanent or temporary modifications, suspensions, or interruptions is expressly excluded. Notwithstanding the foregoing, LaHaus will provide technical support for Licensee requests at legalteam@lahaus.com.

However, LaHaus will give prior notice to the Licensee of any amendment related to (i) the data-processing policy set forth in Clause VII and (ii) the Licensee's obligations set forth in Clause IX.

Clause XIV. Breach of these TOS

Any violation of the Terms and Conditions, or any complaint or information received by LaHaus regarding infringement, abuse, or misuse of these Terms and Conditions or of the Service, may be investigated by LaHaus or by third parties. The necessary measures may be taken to initiate all legal and extra-legal actions against Licensees, among other purposes, to obtain cessation of the conduct and the remedies and compensation available under applicable law. Violation of these Terms and Conditions may result in suspension or permanent cancellation of the account and corresponding civil or criminal liability.

1. If the Licensee has doubts about the legality of its actions while using the Service, please contact us in advance.
2. If the Licensee believes that its rights have been infringed by third parties or by LaHaus, or that its account has been suspended or canceled by mistake or due to identity confusion, please contact us.

Clause XV. Dispute Resolution

Any dispute or claim arising between LaHaus and the Licensee regarding the performance, interpretation, or provision of the Services shall first be addressed directly and in good faith. The parties shall confer promptly and attempt to resolve the matter amicably within ten (10) business days following the first written notice describing the dispute.

If no agreement is reached within that period, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, including the Expedited Procedures, then in effect. The seat and place of arbitration shall be Miami-Dade County, Florida, USA. The tribunal shall consist of one (1) arbitrator appointed in accordance with the AAA rules. The language of the arbitration shall be English. The arbitrator shall apply the substantive law designated in this clause. The award shall be reasoned and issued as promptly as practicable, and in any event within six (6) months from the arbitrator's appointment, subject to extension for good cause. Each party shall bear its own attorneys' fees and share equally the AAA administrative fees and the arbitrator's compensation, unless the arbitrator reallocates such costs in the final award. Judgment on the award may be entered in any court of competent jurisdiction.

Carve-outs and interim relief. Either party may (i) seek temporary or injunctive relief in the state or federal courts located in Miami-Dade County, Florida without waiving arbitration, and/or (ii) bring an individual claim in Miami-Dade County small-claims court for matters within that court's jurisdiction.

Clause XVI. Anti-Money Laundering and Counter-Terrorist Financing

The Licensee acknowledges, accepts, and warrants that neither it nor its shareholders, partners, and/or representatives:

• Are linked, nationally or internationally, to any type of investigation for conduct related to drug trafficking, terrorism, terrorist financing, kidnapping, money laundering, and/or any other activity related to the management of resources associated with the foregoing conduct, nor manage, directly or indirectly, resources derived from illicit operations.
• Have been convicted by judicial and/or administrative authorities, nationally or internationally, in any type of proceeding related to the execution of the foregoing conduct or related activities.
• Are or have been included in lists or databases for anti-money-laundering and counter-terrorist-financing control maintained by any national or foreign authority.

If any of the above situations occurs, the Licensee must immediately inform LaHaus, and the Licensee shall be solely and exclusively responsible for any resulting legal consequences. For all legal purposes, the Licensee acknowledges that LaHaus acts as a third party in good faith.

Consequently, LaHaus, in its capacity as an intermediary for real-estate portfolio management, is not responsible for aspects related to the Risk Management System for Money Laundering and Terrorist Financing and is not obligated to perform such controls on the Licensee, buyer, or registered property.

In light of the foregoing, the Licensee expressly authorizes LaHaus to consult, verify, and request relevant information evidencing that the Licensee is not negatively included or reported in any restrictive list as Specially Designated Nationals and Blocked Persons List issued by the U.S. Department of the Treasury's Office of Foreign Assets Control, the HM Treasury "Investment Ban List," the United Nations list, the World Bank's ineligible firms list and/or any individual or legal entity, domestic or foreign, that provides the same service for purposes of verifying and analyzing credit behavior, validating identity, conducting credit reviews, among others.

Clause XVII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict-of-laws rules. Subject to Clause XV (Dispute Resolution), any court proceeding permitted under that clause—including applications to compel arbitration, to confirm, modify, or vacate an award, requests for temporary or injunctive relief, or individual small-claims actions—shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Each party irrevocably submits to the personal jurisdiction and venue of such courts. In any such proceeding, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Clause XVIII. Service Levels (SLA)

1. Service Availability: The Software will be available for the Licensee's use at least ninety-nine-point five percent (99.5%) of each calendar month, excluding scheduled maintenance and force majeure or fortuitous events, including but not limited to nationwide or local outages, cyberattacks, or outages of the cloud service or communication-platform infrastructure provider.
2. Scheduled Maintenance: The Licensor may perform technical maintenance with at least twenty-four (24) hours' prior notice to the Licensee. Such tasks will not count as downtime if performed within previously announced windows.
3. Technical Support: Technical support will be available to the Licensee via the authorized channel suscripciones@lahaus.com, during business hours Monday through Friday from 9:00 a.m. to 5:00 p.m. Colombia time, excluding national holidays.
4. Incident Classification and Response Times:
   1. Critical (P1): The Software is completely inaccessible or unusable. Response time: up to 4 business hours. Estimated resolution time: 24 business hours.
   2. High (P2): Key functionality unavailable without a workaround. Response time: up to 8 business hours. Estimated resolution time: 48 business hours.
   3. Medium (P3): Minor or non-critical intermittent failures. Response time: 1 business day. Estimated resolution: up to 5 business days.
   4. Low (P4): General requests or informational inquiries. Response time: up to 3 business days.
5. Service Credit for Non-Compliance: If the Licensor fails to meet the minimum monthly availability SLA (99.5%), the Licensee shall be entitled to a proportional service credit equal to five percent (5%) of the monthly amount paid for each percentage point of non-compliance, rounded to the nearest tenth. In no case shall the credit exceed 20% of the monthly amount.
6. SLA Exclusions: The following shall not be considered SLA non-compliance:
   1. Previously announced maintenance.
   2. Failures attributable to the Licensee or its internal network.
   3. Unauthorized or improper use of the Software.
   4. Force majeure, fortuitous events, or cyberattacks beyond the Licensor's reasonable control, or nationwide or local outages, or outages of the cloud service or communication-platform infrastructure provider.
7. Claims for Non-Compliance: The Licensee must submit a written claim within five (5) business days following the close of the relevant calendar month. Credits will be applied to the next billing cycle and will not be cumulative or redeemable in cash.