Terms of Service

Effective date: August 7, 2026. Version: tos-1.0.

These Terms of Service (the "Terms") are an agreement between RGY, LLC, an Alabama limited liability company ("RGY", "we") and the customer organization identified at account creation ("Customer"). They govern use of the QAPs.net software service (the "Service").

1.1 The Service is offered to businesses only, not consumers. Access to the Service is conditioned on clicking the acceptance control presented before first Service access; neither account creation alone nor use alone constitutes acceptance.

(a) Organization acceptance. These Terms bind Customer when an individual authorized to contract for Customer (an "Authorized Administrator", initially the person who creates Customer's organization) clicks to accept them on Customer's behalf. That person represents that they have authority to bind Customer.

(b) User acceptance. Every other individual login ("User") must, at first access, click to accept their individual obligations under these Terms (including Sections 3, 5 through 8, and 10) and acknowledge these Terms and the Privacy Policy. An invitation authorizes access; it does not make the invited User a contracting party for Customer and does not create authority to bind Customer. A User's acceptance is personal to the individual and effective for that User's access through any Customer organization; it is not repeated for each organization the User joins.

(c) Customer is responsible for its Users: invitations, credentials, activity, removal on departure, and the accuracy and legality of the data they submit.

1.2 Order of precedence. If Customer and RGY, LLC have entered into a separate written agreement signed by both parties governing the Service, that signed agreement controls to the extent of any direct conflict with these Terms. These Terms supplement the signed agreement on matters it does not address. No purchase order, portal term, or other customer document modifies either instrument unless expressly accepted in a writing signed by RGY, LLC. No later change to these Terms amends a signed agreement.

2.1 The Service encodes published state Qualified Allocation Plans ("QAPs") and related program documents into a citation-backed rules system, screens parcels and candidate sites against those rules, presents scores, rankings, and allocation-procedure analysis, and assembles working application-packet previews.

2.2 Coverage is per state and per allocation cycle as enabled for Customer's account. RGY may improve, modify, or discontinue features; Section 13 governs material changes.

3.1 Users must keep credentials confidential. Accounts are for individual named Users and may not be shared.

3.2 Customer and its Users will not: share Service access or output outside Customer's organization (except professional advisors under confidentiality working solely on Customer's behalf); resell or sublicense the Service; scrape, crawl, or bulk-export the Service or its underlying licensed datasets; reverse engineer the Service; use the Service to build a competing product; probe or circumvent security controls; or use the Service in violation of law.

3.3 Third-party data licenses flow down: parcel and similar licensed data may be used within the Service and its outputs but not extracted for independent redistribution.

Fees, if any, are stated in a signed order or the plan Customer selects. Where fees apply: invoices are due net fifteen (15) days, undisputed late amounts accrue interest at the lesser of 1.5% per month or the legal maximum, and RGY may suspend access under Section 12 for delinquency. Fees exclude taxes; Customer bears sales, use, and similar transaction taxes.

5.1 What outputs are. Scores, rankings, score floors and ceilings, threshold checks, allocation-lane and tiebreaker analysis, distances, parcel characteristics, citations, and candidate-site lists are estimates and analytical outputs. They are not agency determinations, and they are not promises of eligibility, feasibility, competitiveness, compliance, funding, or award.

5.2 Agencies decide, not the Service. Allocating agencies retain discretion over their programs. They may interpret rules differently than the Service does, exercise discretion, fund out of rank order, amend or waive requirements, reject any application, or resolve ties by drawing or other procedures the Service cannot predict. The Service expresses no probability or likelihood of any award.

5.3 Role of the Service. The Service may support Customer's internal evaluation, but it is not to be the sole basis for a material business decision, and it does not replace professional diligence. Before acquiring property, committing pursuit capital, or filing an application, Customer must independently verify every material fact, scoring claim, threshold, citation, distance, parcel fact, ownership and site-control fact, zoning fact, and submission requirement against current authoritative sources and qualified advisors.

6.1 Outputs draw on government and third-party sources that may change, lag, conflict, or contain errors. The Service attaches source citations and data vintages where practicable and labels unresolved items as unknown rather than guessing.

6.2 Certain checks run on documented proxies rather than the authoritative source, and the Service labels them where they appear. Classes of proxy in use include, without limitation: HUD's LIHTC inventory standing in for an agency's active-project list; ACS tract data standing in for authoritative FFIEC determinations; Census urban-area data standing in for USDA rural determinations; and acreage with zero improvement value standing in for vacant or developable land. A proxy result is a screening signal, not a finding of vacancy, buildability, ownership, zoning, environmental condition, utility availability, access, or site control.

6.3 Distances are computed driving distances. Some agencies, including AHFA, measure by vehicle odometer between specific physical points. Results near a scoring boundary require field verification.

6.4 Point-of-interest and map data come from point-in-time extracts. Absence of a record does not establish absence on the ground, and presence does not establish current operation.

6.5 Zoning and site control are never verified by the Service.

7.1 Generated packets, manifests, and previews are working documents only. They are not filing-ready applications and are not a certification of completeness or compliance. The Service does not represent an application as complete, ready to file, or compliant, including when every modeled checklist item is populated; the modeled checklist may not cover every agency requirement.

7.2 Agency filings impose requirements the Service cannot produce, including, for example: agency index pages or specified paper, original ink signatures, separately sealed materials, oversized plans or surveys, physical media, fees, and delivery procedures. Customer remains solely responsible for final assembly, ordering, completeness, current forms, signatures, originals, copies, media, delivery, and deadlines.

The Service provides informational analysis and document-organization tools. It is not legal, tax, accounting, investment, brokerage, appraisal, market-study, survey, title, environmental, architectural, engineering, construction, zoning, insurance, or agency advice. RGY is not Customer's fiduciary, representative, or application preparer unless a signed order expressly says otherwise.

9.1 As between the parties, and excluding Third-Party Materials, RGY owns the Service: the platform, scoring engine, QAP rule encodings, citation maps, interpretation registries, schemas, datasets and compilations, models, software, documentation, and improvements, including improvements derived from feedback. "Third-Party Materials" means data, software, and content licensed from third parties and government works, which remain subject to their own terms.

9.2 Customer owns Customer Data: the deal, site, application, document, and account data it or its Users submit. RGY receives only the rights needed to host, process, transmit, back up, secure, and display Customer Data to provide the Service, and to produce genuinely aggregated, de-identified usage telemetry that cannot identify Customer, any User, deal, parcel, or application. RGY does not use Customer's confidential deal data to train models, and will not do so absent a separate, express written agreement.

9.3 Customer has a license to use Service outputs for its internal business purposes, subject to Section 3 and, for embedded Third-Party Materials, to the applicable third-party license terms RGY identifies in writing before delivery or use.

10.1 Each party will protect the other's non-public information ("Confidential Information") with at least reasonable care, use it only under these Terms, and disclose it only to personnel and advisors under confidentiality who need it. Customer's deal pipeline and Customer Data are Confidential Information of Customer; RGY's rule encodings and pricing are Confidential Information of RGY; each is protected without marking.

10.2 Confidential Information does not include information that is or becomes public without breach, was lawfully known to the recipient before disclosure, is independently developed without use of the discloser's information, or is rightfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information to the extent legally required, with prompt notice to the other party where lawful, cooperation to seek protective treatment, and disclosure limited to what is required.

10.3 RGY maintains commercially reasonable administrative and technical safeguards for Customer Data and will notify Customer without undue delay after discovering unauthorized access to it.

10.4 RGY deletes Customer Data within ninety (90) days after termination (or earlier on the Authorized Administrator's written request), except archival copies under standard backup rotation, which expire within seven (7) days and remain protected until they do, and records RGY must retain for legal, accounting, or acceptance-evidence purposes. Customer may export its data per Section 12.3. Each party returns or deletes the other party's Confidential Information (other than Customer Data, whose deletion the preceding sentences of this Section 10.4 already govern) on written request.

10.5 These obligations survive for three (3) years after disclosure (indefinitely for trade secrets). Breach of this Section may cause irreparable harm; the injured party may seek equitable relief without posting bond, in addition to other remedies.

THE SERVICE, ALL OUTPUTS, AND ALL DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, RGY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ACCURACY, COMPLETENESS, UNINTERRUPTED OR ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.1 RGY may suspend access (a) on ten (10) days notice for undisputed fees more than fifteen (15) days overdue, until paid, and (b) immediately to the extent reasonably necessary to address credential sharing, scraping, a security threat, or other violation of Section 3, restoring access promptly once the cause is resolved.

12.2 Either party may terminate for material breach uncured within thirty (30) days of written notice, or immediately for a material breach that cannot be cured. Customer may stop using the Service at any time; signed orders govern their own terms and fees.

12.3 For thirty (30) days after termination, Customer may export its Customer Data in a reasonable machine-readable format on request. Section 10.4 governs deletion.

13.1 RGY may update these Terms. For material changes, RGY will give at least thirty (30) days advance notice by email or in-product notice. During the notice period, the prior version continues to govern.

13.2 A material change binds Customer only when an Authorized Administrator affirmatively re-accepts it. RGY may condition continued access after the notice period on that re-acceptance. Other Users are prompted to acknowledge the current version; their acknowledgment does not bind Customer. Continued use alone does not constitute assent to a material change.

13.3 No change to these Terms amends a signed agreement (Section 1.2).

Customer will defend and indemnify RGY against third-party claims arising from Customer Data as submitted, or from use of the Service in violation of law or Section 3, with prompt notice, control of defense by Customer, and reasonable cooperation; no settlement admitting fault of, or imposing obligations on, RGY without its consent. Any RGY indemnity to a contracted customer is stated in its signed agreement.

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, LOST ALLOCATIONS OR AWARDS, SITE-ACQUISITION OR PURSUIT COSTS, OR FINANCING LOSSES, EVEN IF ADVISED OF THE POSSIBILITY.

15.2 EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100) IF NO FEES WERE PAYABLE.

15.3 The Section 15.2 cap does not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 14; or (c) Customer's intentional misuse of the Service, meaning unauthorized resale or redistribution of the Service, its outputs, or licensed datasets, circumvention of security controls, reverse engineering, or breach of third-party data license terms under Sections 3.2 and 3.3. Other breaches of Section 3 remain subject to the cap. For either party's breach of Section 10, the cap is the greater of two (2) times the Section 15.2 amount or $25,000.

15.4 RGY has no liability for any allocation, denial, scoring, or other decision of any governmental agency.

The parties are independent contractors. Customer may not assign these Terms without consent except to a successor in a merger or sale of substantially all assets; RGY may use subcontractors and remains responsible for them. Notices go to Customer's account email and to RGY at garrett@yarmowich.com, deemed received the next business day absent bounce. Neither party is liable for delay from events beyond its reasonable control, which extends affected deadlines but does not excuse accrued payment. No waiver except in writing; no waiver by delay. If a provision is unenforceable, the rest stands. Sections 5 through 11, 14, 15, and 16 survive termination. These Terms may be accepted electronically. Governing law: Alabama; exclusive venue: Jefferson County, Alabama. These Terms plus any signed agreement and its orders are the entire agreement, with precedence per Section 1.2.