Terms of Service

By creating an account, accessing, or using the RipeSpot platform (“Service” or “Platform”), you (“User” or “you”) agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy, which is incorporated herein by reference. These Terms constitute a legally binding agreement between you and RipeSpot Development, LLC (“RipeSpot,” “we,” “us,” or “our”).

If you do not agree to these Terms, you must not access or use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

RipeSpot is a software-as-a-service (SaaS) platform designed for real estate developers, government housing agencies, housing authorities, and related professionals to manage affordable housing development projects. The Platform provides tools and features including, but not limited to:

• Zoning lookup and land use analysis
• Deal pipeline management
• Project tracking and timeline management
• Financial analysis and pro forma modeling
• LIHTC (Low-Income Housing Tax Credit) compliance checklists and review tools
• HOME, HTF, and CDBG program compliance support
• Document management and organized file storage
• Team collaboration and task assignment
• Vendor marketplace for connecting developers with qualified professionals
• PILOT analysis and reporting tools

RipeSpot reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

To access the Service, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate and current
• Keep your login credentials confidential and secure
• Not share your account credentials with any other person or entity
• Maintain only one account per individual or organization
• Immediately notify RipeSpot of any unauthorized use of your account or any other security breach
• Be at least 18 years of age

You are solely responsible for all activity that occurs under your account. RipeSpot will not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

RipeSpot offers the following subscription plans and one-time purchase options:

Developer Plans:

• Starter — $49.00 per month
• Pro — $149.00 per month
• Enterprise — $399.00 per month
• Pay-Per-Project — $99.00 (one-time, 90-day access)

Vendor Marketplace Plans:

• Vendor Basic — $29.00 per month
• Vendor Professional — $79.00 per month
• Vendor Premium — $149.00 per month

Free Trial: New users are eligible for a 14-day free trial on eligible subscription plans. No payment information is required to begin a free trial, though a credit card may be required to access certain features. Your trial will automatically convert to a paid subscription at the end of the trial period unless you cancel before the trial expires.

Payment Processing: All payments are processed securely through Stripe, Inc. By providing your payment information, you authorize RipeSpot to charge your payment method for all applicable fees. You represent and warrant that the payment information you provide is accurate and that you are authorized to use the payment method.

Auto-Renewal: Subscription plans automatically renew at the end of each billing cycle unless you cancel your subscription before the renewal date. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.

No Refunds: All subscription fees are non-refundable. We do not provide refunds or credits for partial subscription periods, unused features, or any other reason. If you believe you have been charged in error, please contact us at steven@ripespotdevelopment.com within 30 days of the charge.

Price Changes: RipeSpot reserves the right to change subscription prices at any time. We will provide at least 30 days' notice of any price changes. Your continued use of the Service after the price change takes effect constitutes your acceptance of the new price.

RipeSpot's Proprietary Rights: All content, software, source code, object code, designs, user interfaces, features, functionality, databases, algorithms, workflows, documentation, trademarks, service marks, logos, and all other materials on or within the RipeSpot platform (collectively, the “RipeSpot Materials”) are the exclusive property of RipeSpot Development, LLC and are protected by applicable copyright, trademark, trade secret, patent, and other intellectual property laws of the United States and international conventions.

Limited License: Subject to your compliance with these Terms and payment of applicable fees, RipeSpot grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes during your subscription period. This license does not include any right to resell or make commercial use of the Platform or its contents.

Prohibited Actions: You expressly agree that you will NOT, and will not permit or encourage any third party to:

• Copy, reproduce, duplicate, or create derivative works from any part of the Platform
• Modify, translate, adapt, or create derivative works based on the Platform or RipeSpot Materials
• Distribute, sell, lease, rent, sublicense, or transfer any rights in the Platform
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Scrape, data mine, harvest, or extract data from the Platform using automated means, bots, crawlers, or any other automated tools
• Frame, mirror, or republish any portion of the Platform without express written consent
• Reproduce, replicate, or attempt to recreate the Platform's features, functionality, design, or user interface
• Remove or alter any proprietary notices, labels, or marks on the Platform
• Use the Platform to build or assist in building a competing product or service
• Access the Platform through any means other than the interfaces expressly provided by RipeSpot

Trademarks: “RipeSpot,” the RipeSpot logo, and all related names, logos, product names, and slogans are trademarks of RipeSpot Development, LLC. You may not use these marks without RipeSpot's prior written consent. All other trademarks, service marks, or trade names appearing on the Platform are the property of their respective owners.

Any unauthorized use of the RipeSpot Materials terminates the license granted herein and may constitute infringement of RipeSpot's intellectual property rights, which may subject you to civil and criminal penalties.

Your Ownership: You retain full ownership of all data, files, documents, text, images, and other content that you upload, submit, or otherwise make available through the Service (“User Content”). These Terms do not transfer any ownership of your User Content to RipeSpot.

License to RipeSpot: By uploading or submitting User Content through the Service, you grant RipeSpot a limited, worldwide, royalty-free, non-exclusive license to store, host, process, display, transmit, and back up your User Content solely as necessary to provide the Service to you. This license terminates when you delete the User Content from the Service or close your account.

No Sale or Sharing: RipeSpot will not sell, share, rent, lease, or use your User Content for any purpose other than providing the Service, except as required by law or as described in our Privacy Policy.

Your Responsibility: You are solely responsible for your User Content. You represent and warrant that you have all necessary rights to upload and use your User Content, and that your User Content does not violate any applicable law or infringe any third-party rights.

You agree to use the Service only for lawful purposes. You must NOT use the Service to:

• Engage in any activity that violates any applicable federal, state, or local law or regulation
• Gain unauthorized access to any computer systems, networks, or data
• Interfere with, disrupt, or damage the Service or servers or networks connected to the Service
• Upload, transmit, or distribute any viruses, malware, ransomware, spyware, or other harmful code
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
• Engage in scraping, spidering, crawling, or any automated data collection from the Platform
• Attempt to probe, scan, or test the vulnerability of any system or network connected to the Service
• Collect or harvest personal information of other users without their consent
• Use the Service for any fraudulent, deceptive, or misleading purposes
• Send unsolicited communications or spam to other users through the Platform
• Use the Service in any manner that could harm minors

RipeSpot reserves the right to investigate and take appropriate legal action against anyone who violates this section, including suspending or terminating their account and reporting them to law enforcement authorities.

The Vendor Marketplace is a feature within RipeSpot that allows registered vendors to connect with real estate developers seeking professional services. The following additional terms apply to Vendor Marketplace participants:

Vendor Profiles: Vendors must maintain accurate, truthful, and current profiles. Misrepresentation of certifications (including but not limited to DBE, MBE, WBE, Section 3, or HUBZone status), qualifications, experience, or licensure is strictly prohibited and may result in immediate account termination and reporting to relevant authorities.

Bids: Bids submitted through the Vendor Marketplace constitute binding offers by the vendor to perform the described services at the stated terms. Vendors should not submit bids unless they are genuinely able and willing to perform the work.

No Agency Relationship: RipeSpot is a technology platform that facilitates connections between developers and vendors. RipeSpot is not a party to any contract, agreement, or transaction between developers and vendors. Any agreements entered into between developers and vendors are solely between those parties.

No Guarantee: RipeSpot does not verify, endorse, or guarantee the quality, qualifications, reliability, legality, or performance of any vendor or the outcome of any project. Developers are responsible for conducting their own due diligence before engaging any vendor.

Marketplace Fees: Access to the Vendor Marketplace requires an active vendor subscription. Marketplace subscription fees are separate from and in addition to any developer platform subscriptions.

RipeSpot acknowledges that your User Content, including project data, financial information, deal pipeline data, uploaded documents, and any other information you provide through the Service, may be confidential and proprietary to you (“Confidential Information”).

RipeSpot agrees to: (a) use your Confidential Information solely to provide the Service; (b) not disclose your Confidential Information to third parties except as required to provide the Service (e.g., to infrastructure providers subject to confidentiality obligations) or as required by law; and (c) implement and maintain industry-standard technical and organizational security measures to protect your Confidential Information from unauthorized access, disclosure, or destruction.

For details on our data security practices and the third-party services we use, please review our Privacy Policy.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RIPESPOT DEVELOPMENT, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA OR INFORMATION
• UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SERVICE

Important Disclaimers Regarding Platform Output: RipeSpot's zoning lookup, compliance guidance, financial analysis tools, LIHTC compliance features, and any other analytical outputs are provided for informational and preliminary planning purposes only. This information does not constitute legal, financial, tax, or professional advice. RipeSpot does not guarantee the accuracy, completeness, or timeliness of zoning data, regulatory citations, compliance determinations, or financial projections. Users are solely responsible for verifying all information with qualified professionals (attorneys, accountants, engineers, government officials) before making any business, legal, or financial decisions.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RIPESPOT DEVELOPMENT, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business
• Loss of data or information
• Loss of goodwill or reputation
• Cost of substitute goods or services
• Any damages arising from reliance on information provided by the Service

RIPESPOT'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO RIPESPOT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

The limitations of liability in this section apply regardless of the theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise, and even if RipeSpot has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless RipeSpot Development, LLC and its officers, directors, employees, members, agents, affiliates, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your access to or use of the Service
• Your User Content
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights, including intellectual property rights
• Any misrepresentation you make in connection with the Service

RipeSpot reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

Termination by You: You may terminate your account at any time by contacting us at steven@ripespotdevelopment.com or through your account settings. Termination does not entitle you to any refund of prepaid subscription fees.

Termination by RipeSpot: RipeSpot may suspend or terminate your account and access to the Service, with or without notice, for any reason, including but not limited to your violation of these Terms, non-payment of fees, fraudulent activity, or conduct that RipeSpot determines in its sole discretion is harmful to RipeSpot, other users, or third parties.

Effect of Termination: Upon termination of your account:

• Your right to access and use the Service immediately ceases
• Your User Content will remain available for export for 30 days following termination
• After 30 days, RipeSpot will delete your User Content from its active systems
• Your User Content may be retained in backup systems for up to 90 days following the 30-day export period, after which it will be permanently deleted

Sections of these Terms that by their nature should survive termination shall survive, including Sections 5, 9, 10, 11, 12, 15, and 16.

RipeSpot reserves the right to modify, update, or replace these Terms at any time in our sole discretion. When we make changes, we will update the “Effective Date” at the top of these Terms and take at least one of the following steps to notify you:

• Send you an email notification to the address associated with your account
• Display a prominent notice within the Platform

For material changes to these Terms, we will provide at least 14 days' advance notice before the changes take effect. Your continued access to or use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service.

Informal Resolution: Before initiating any formal dispute proceedings, you agree to first contact RipeSpot at steven@ripespotdevelopment.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days of receiving your written notice.

Binding Arbitration: If we are unable to resolve a dispute informally within 30 days, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in New Orleans, Louisiana, or, if the parties mutually agree, by remote hearing. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: YOU AND RIPESPOT EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. All disputes must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Arbitration Opt-Out: You may opt out of this arbitration agreement by sending written notice to steven@ripespotdevelopment.com within 30 days of first accepting these Terms. Your notice must include your name, account email address, and a clear statement that you are opting out of the arbitration clause.

Small Claims Court: Notwithstanding the above, either party may bring an individual action in small claims court for disputes within that court's jurisdiction.

These Terms shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of law provisions. Subject to the arbitration agreement above, you consent to the exclusive jurisdiction of the state and federal courts located in New Orleans, Louisiana for the resolution of any disputes not subject to arbitration.

If you have any questions, concerns, or comments regarding these Terms of Service, please contact us: