Terms of Service

1. The agreement

These Terms of Service (“Terms”) are a binding agreement between Korzy, Inc. (“Korzy,” “we,” “us” or “our”) and you. They govern your access to and use of the Korzy websites (including korzy.co, korzy.nyc and app.korzy.co), the Korzy app and its integrations with third-party assistants, the Korzy API and MCP server, Korzy datasets, and Korzy research reports (together, the “Services”).

By creating an account, clicking to accept, completing a purchase, generating or using an API key, or otherwise using the Services, you agree to these Terms and to our Privacy Policy. If you use the Services on behalf of a company or other organization, you agree on its behalf, you represent that you have authority to bind it, and “you” means that organization. If you do not agree, do not use the Services.

The Services are offered for business and professional use. By using them you represent that you are acting for business, commercial or professional purposes and not as a consumer.

A signed order form, statement of work or other written agreement with Korzy (an “Order”) is governed by these Terms. If an Order conflicts with these Terms, the Order controls only for the transaction it describes, and only where it expressly says it overrides these Terms.

We may change these Terms at any time. We will post the updated Terms here and revise the effective date, and for material changes we will make reasonable efforts to give notice by email or in the Services before they take effect. Changes apply from the effective date shown, except that a change to fees applies from your next renewal or billing period. Continuing to use the Services after a change takes effect means you accept it. If you do not agree to a change, you must stop using the Services and cancel any subscription.

2. Accounts and eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. You may not use the Services if you are barred from doing so under applicable law, including U.S. sanctions and export laws.

You must give accurate and complete registration and billing information and keep it current. You are responsible for all activity under your account and API keys, whether or not you authorized it, and for keeping your credentials and keys confidential. Each account and each seat is for one named individual; credentials may not be shared. Tell us promptly at [email protected] if you believe your account or a key has been compromised. Fees incurred before you tell us and revoke the affected keys remain payable.

If you invite members to an organization account, you are responsible for their use of the Services and their compliance with these Terms.

3. The services

We continually develop the Services and may add, change, limit or remove features, datasets, coverage, integrations, usage limits and plans at any time. Plan descriptions on our website are summaries; the features and limits in effect for your plan are those shown in your account. Features described as preview, beta, early access or similar are provided as is, may be changed or discontinued without notice, and are excluded from any commitment we make about the Services.

We do not promise that the Services will be available at any particular time or that any dataset, geography or feature will continue to be offered. Unless an Order says otherwise, we provide no service-level commitment and no support obligation beyond responding to messages we receive as we reasonably can.

We may set and enforce usage limits, rate limits and fair-use thresholds, and we may throttle, queue or reject requests that exceed them or that we reasonably believe threaten the security, stability or integrity of the Services.

4. App subscriptions

Paid app plans (currently Pro and Team) are billed in advance on a recurring monthly or annual basis, at the price shown when you subscribe, plus applicable taxes.

Automatic renewal. Your subscription automatically renews at the end of each billing period for the same period length, and you authorize us and our payment processor to charge your payment method the then-current price for each renewal until you cancel. We will notify you before an annual subscription renews and before any price change applies to you, as required by law.

Cancellation. You can cancel at any time from your account page or the billing portal linked from it. Cancellation takes effect at the end of the current paid billing period, and you keep access until then. Cancelling does not entitle you to a refund for the current period.

Trials and promotions. If we offer a free trial or promotional price, it converts to a paid subscription at the regular price when the trial or promotion ends unless you cancel before then. We may limit trials to one per customer and may withdraw any trial or promotion at any time.

Plan changes. Upgrades take effect immediately and may be charged on a prorated basis. Downgrades take effect at the next renewal. Free plans may be limited, changed or discontinued at any time.

App plans are for interactive research by the people on your account. Automated, scripted or high-volume access must use the API, and we may suspend or move to API billing any app usage that we reasonably determine is automated.

5. API usage and billing

API and MCP access is billed on usage at the published rates in effect when the usage occurs, unless an Order sets other rates. Usage is measured by our systems, and our records of the number and type of requests are final and binding absent manifest error. Every request authenticated with your keys counts, including failed, repeated and unintended requests and requests made by agents or tools you connect.

Usage is billed monthly in arrears. We may require a valid payment method, a prepayment, a deposit or a spending limit before granting or continuing API access, may charge your payment method during a billing period once usage reaches a threshold, and may suspend API access if a charge fails or your usage exceeds a limit. Rates may change on 30 days’ notice; changes apply to usage after the effective date.

You are responsible for monitoring your usage and for securing your keys. Revoking a key is your responsibility and stops further charges only from the time of revocation.

6. Research reports

State reports and regional and national bundles can be bought one edition at a time or by monthly subscription. Unless an Order says otherwise, a one-time purchase covers the edition or editions delivered for that purchase, not later editions, updates or corrections. Bundles priced at a discount must be purchased as a whole. If a bundle includes reports that have not yet been published, we will deliver them when they are prepared, and estimated delivery dates are not guaranteed.

Research subscriptions. You may subscribe to a state report or bundle on a monthly basis. Each monthly payment covers that month’s edition of each included state report. Research subscriptions renew automatically and are billed in advance each month until you cancel, on the same terms as app subscriptions in Section 4, and you can cancel from your Korzy account. Editions you have paid for remain yours under these Terms after you cancel.

Pre-orders and email delivery. When you buy or subscribe to research that has not yet been published, you are pre-ordering it. We will deliver it by email to the address you give at checkout when it is complete and will tell you the expected timing after you order. If we cannot deliver a pre-ordered edition within 90 days of your order, you may ask for a refund of that edition, which is your sole remedy for the delay.

Custom, metro and other scoped research is provided under an Order. The Order defines the scope, deliverables, fees and timeline; anything outside it is not included. Fees for custom work are earned as the work is performed, and delays caused by you or by the information you provide do not reduce them.

Reports are delivered electronically. Delivery occurs when the report is made available for download or sent to you, and you are responsible for downloading and keeping a copy. We may stop offering download links after a reasonable period.

7. Payment, taxes and refunds

All fees are in U.S. dollars and exclude taxes. You are responsible for all sales, use, value-added, withholding and similar taxes, other than taxes on Korzy’s net income. Payments are processed by Stripe, and you authorize us and Stripe to charge your payment method for all fees when due. If you pay by invoice, payment is due within 30 days of the invoice date unless the invoice says otherwise.

Overdue amounts accrue interest at the lesser of 1.5% per month or the highest rate permitted by law, and you will reimburse our reasonable costs of collection, including attorneys’ fees. We may suspend the Services while any amount is overdue. If you believe a charge is wrong, you must tell us in writing within 60 days of the charge, or you waive the dispute. Please contact us before filing a chargeback; a chargeback for fees you owe is a breach of these Terms, and we may suspend your account while it is pending.

All fees are non-refundable and non-cancellable once paid or incurred, including for partially used subscription periods, unused usage allowances and delivered reports, except where we decide otherwise in a particular case or where a refund is required by law or expressly provided in these Terms. A refund or credit given once does not oblige us to give one again.

8. Your license and restrictions

Subject to these Terms and payment of applicable fees, Korzy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during your subscription or authorized access, to use the Services, and to use reports and data you obtain through them, for your organization’s internal business purposes.

You may share excerpts of reports and results with your professional advisers, financing sources and counterparties for an actual transaction you are evaluating, if they are bound by confidentiality and you remain responsible for their use and credit Korzy as the source. You may not otherwise disclose or distribute them without our written permission.

You will not, and will not allow anyone else to:

• sell, resell, sublicense, rent, lend, publish, redistribute or make available the Services, reports or Korzy data to any third party, including as part of a product, dataset, feed or service;
• use the Services, reports, data or outputs to build, train, fine-tune, benchmark or improve any dataset, database, product, machine-learning or AI model, or service that competes with or substitutes for any part of the Services;
• scrape, crawl, bulk download, cache or systematically extract data from the Services, or access them through automated means other than the API under its terms;
• exceed or circumvent usage limits, rate limits, plan restrictions, security measures or access controls, including by creating multiple accounts or sharing credentials;
• reverse engineer, decompile or attempt to derive source code, data models or underlying data from the Services, except to the extent the law expressly allows despite this restriction;
• remove or alter proprietary notices, attributions, watermarks or edition dates;
• use the Services for any unlawful, fraudulent or harmful purpose, to harass anyone, to make decisions about individuals’ eligibility for credit, employment, insurance, housing or similar purposes, or in violation of any law, including privacy, export control and sanctions laws;
• introduce malware, interfere with or disrupt the Services, or probe or test their vulnerability without our written permission; or
• access the Services to monitor their availability, performance or functionality for competitive purposes.

Korzy is not a consumer reporting agency, and the Services are not consumer reports under the Fair Credit Reporting Act. If you breach this section, in addition to our other remedies, you will pay us the fees we would have charged for the use you made, at our then-current list rates.

9. Ownership

Korzy and its licensors own all right, title and interest in and to the Services, the reports, the datasets and their selection, arrangement, enrichment and compilation, the software, models, methods, designs, documentation, trademarks and all improvements and derivative works of them, whether made by Korzy, by you or by anyone else. Except for the limited license in these Terms, no rights are granted to you, by implication or otherwise.

Korzy may collect and use data about how the Services are used and perform, including queries, request metadata and usage patterns (“Usage Data”), and may create aggregated or deidentified data from Usage Data and your use of the Services. Korzy owns Usage Data and such aggregated and deidentified data and may use them for any lawful purpose, including to operate, secure, improve and develop its products and research.

10. Your content and feedback

You keep ownership of information, files and prompts you submit to the Services (“Your Content”). You grant Korzy a worldwide, royalty-free, non-exclusive license to host, copy, process, analyze, transmit and display Your Content to provide, secure, support and improve the Services and to comply with law. You represent that you have all rights needed to submit Your Content and that it does not violate any law or anyone’s rights.

Do not submit information that is confidential to a third party, regulated personal information or information subject to export controls unless we have agreed in writing to receive it. We may delete Your Content after your account ends or as our retention practices allow, and we are not obligated to store it or return it.

If you give us suggestions, ideas, corrections or other feedback, Korzy may use and exploit them for any purpose without restriction, attribution or compensation to you, and you assign to Korzy any rights you have in them.

Korzy may identify you as a customer by name and logo in customer lists and marketing materials. You may withdraw this permission at any time by emailing us, and we will stop new uses within a reasonable time.

11. Data, AI outputs and no advice

The Services compile information from public records, government and utility sources, third-party providers, observations and models, and some answers are generated by artificial intelligence. Source data may be incomplete, out of date or wrong, and AI-generated outputs may contain errors, omissions or fabrications even when they appear authoritative. Report editions describe conditions as of their research date and are not updated after delivery unless we choose to do so.

The Services are for general informational and research purposes only. They are not investment, financial, legal, tax, engineering, environmental, appraisal, surveying, title, zoning or other professional advice, and they are not a substitute for site visits, utility studies, surveys, title work or independent due diligence. Any site, parcel, project or opportunity mentioned is not a recommendation to buy, sell, lease, develop or invest. You are solely responsible for independently verifying any information before relying on it and for all decisions you make, and you assume all risk of relying on the Services.

12. Third-party services

The Services may work with or link to services Korzy does not control, such as ChatGPT, Claude, other AI assistants and agents, sign-in providers and Stripe. Your use of them is governed by their own terms and privacy policies, you are responsible for complying with them, and information you send to them is handled by those providers, not Korzy. Korzy is not responsible for third-party services, their availability, or how they process or present Korzy data, and an integration may stop working if a third party changes or withdraws its service.

13. Suspension and termination

We may suspend or limit your access to any part of the Services, immediately and without prior notice, if we reasonably believe you have breached these Terms, have not paid amounts due, pose a security, legal or reputational risk to Korzy or others, or are using the Services in a way that could harm them or other customers.

We may terminate these Terms or your account for any reason on notice to you. If we terminate for convenience and not because of your breach or non-payment, we will refund any prepaid fees for the unused remainder of your subscription period. If we terminate for breach or non-payment, all fees for the remainder of any committed term become immediately due. You may stop using the Services and cancel at any time as described above.

When your access ends, your license ends, you must stop using the Services and delete Korzy data and reports in your possession except for one archival copy of reports you purchased and paid for, which remain subject to these Terms. Sections that by their nature should survive termination survive, including those on fees owed, restrictions, ownership, feedback, disclaimers, limitation of liability, indemnification and disputes.

14. Disclaimers

To the fullest extent permitted by law, the Services, reports, data and outputs are provided “as is” and “as available,” with all faults and without warranties of any kind. Korzy and its licensors and suppliers disclaim all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, timeliness, quiet enjoyment, and any warranties arising from course of dealing or usage of trade. Korzy does not warrant that the Services will be uninterrupted, secure or error-free, that defects will be corrected, or that any information is accurate, complete or current.

15. Limitation of liability

To the fullest extent permitted by law, in no event will Korzy or its affiliates, officers, directors, employees, agents, licensors or suppliers be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, opportunity, goodwill, data or anticipated savings, or costs of substitute services, arising out of or relating to these Terms or the Services, however caused and under any theory of liability, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Korzy’s total liability arising out of or relating to these Terms and the Services will not exceed the greater of (a) the fees you actually paid to Korzy for the Service giving rise to the claim in the twelve months before the event giving rise to liability, or (b) one hundred U.S. dollars ($100).

These limitations apply even if a remedy fails of its essential purpose, and they are an essential basis of the bargain between you and Korzy. Some jurisdictions do not allow certain limitations, so some of them may not apply to you.

16. Indemnification

You will defend, indemnify and hold harmless Korzy and its affiliates, officers, directors, employees and agents from and against all claims, losses, liabilities, damages, judgments, fines, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to (a) your or your users’ use of the Services, (b) Your Content, (c) any decision or action taken in reliance on the Services, reports, data or outputs, (d) your breach of these Terms or violation of law or of anyone’s rights, or (e) any distribution of Korzy materials by you or through your account. Korzy may participate in the defense with counsel of its choice, and you may not settle any claim that imposes an obligation on Korzy without its written consent.

17. Disputes and arbitration

Informal resolution. Before starting any proceeding, a party must send the other a written description of the dispute and the relief sought (to Korzy at [email protected]), and the parties will try in good faith to resolve it for 60 days.

Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Services, including their formation, scope, validity and enforceability, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York, New York. Judgment on the award may be entered in any court with jurisdiction. The arbitrator may award relief only to the individual party seeking it and only to the extent needed to resolve that party’s individual claim. The arbitration and its outcome are confidential except as needed to enforce an award or as required by law.

Class action and jury waiver. You and Korzy each agree to bring claims only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding. You and Korzy each waive any right to a jury trial.

Exceptions. Either party may bring an individual claim in small claims court, and Korzy may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information or the security of the Services, or to collect unpaid fees.

Opt-out. You may opt out of this arbitration agreement by emailing [email protected] within 30 days after you first accept these Terms, stating your name, account email and that you opt out of arbitration. Opting out does not affect any other part of these Terms.

If the class action waiver is found unenforceable for a claim, that claim must be severed and brought in court, and this arbitration agreement does not apply to it. Any claim not subject to arbitration must be brought exclusively in the state or federal courts located in New York County, New York, and both parties consent to their personal jurisdiction and venue.

Time limit. Any claim arising out of or relating to these Terms or the Services must be brought within one year after it arises, or it is permanently barred, to the extent permitted by law.

Governing law. These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules, and, for the arbitration agreement, the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. General terms

Entire agreement. These Terms, the Privacy Policy and any Orders are the entire agreement between you and Korzy about the Services and supersede all prior agreements and understandings. Terms in your purchase orders or other documents do not apply, even if Korzy accepts or signs them.

Assignment. You may not assign or transfer these Terms or your account without Korzy’s prior written consent; any attempt to do so is void. Korzy may assign these Terms without consent, including in connection with a merger, acquisition, reorganization or sale of assets.

Notices. We may give you notices by email to your account address, in the Services or by posting on our website, and they are effective when sent or posted. You agree to receive communications electronically and that they satisfy any requirement that communications be in writing. Legal notices to Korzy must be sent to [email protected].

Force majeure. Korzy is not liable for any delay or failure caused by events beyond its reasonable control, including outages of hosting, network, AI or data providers, changes in data availability, acts of government, labor disputes, natural disasters and cyberattacks.

Export and sanctions. You will comply with U.S. and other applicable export control and sanctions laws and will not use or make the Services available in any embargoed country or to any sanctioned person.

Government users. The Services are commercial items and commercial computer software, and government users receive only the rights granted to all users under these Terms.

Relationship and enforcement. The parties are independent contractors. There are no third-party beneficiaries. Korzy’s failure to enforce a provision is not a waiver of it. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms will remain in effect. Headings are for convenience only, and “including” means “including without limitation.”

19. Contact

Korzy, Inc.

Questions about these Terms, billing or notices: [email protected].