Version Date: May 20, 2026
IMPORTANT DRAFTING NOTE: This draft is for business and counsel review. It is intentionally protective of SidecarIQ, LLC and written for a free research preview of Emily. It should be reviewed by qualified counsel before use, especially for privacy, data use, AI, brokerage, communications, and state-specific enforceability issues.
These SidecarIQ Emily Research Preview and Evaluation Terms (the "Terms") are entered into by and between SidecarIQ, LLC, a Wyoming limited liability company ("SidecarIQ," "we," "us," or "our"), and the individual who accesses or uses the Preview (the "User"), and, if the User accesses or uses the Preview on behalf of a company, employer, client, brokerage, fund, firm, or other organization, that organization (the "Customer"). The User and Customer are referred to together as "you."
By clicking "I agree," creating an account, accessing the Preview, submitting information to the Preview, receiving Preview outputs, or otherwise using the Preview, you agree to these Terms. If you use the Preview on behalf of a Customer, you represent that you have authority to bind that Customer, and both you and the Customer are bound by these Terms. If you do not have authority to bind a Customer, you may use the Preview only in your individual capacity and only with information you are authorized to submit and use. If you do not agree to these Terms, do not access or use the Preview.
The Preview is an early-stage, experimental, non-production research preview of Emily, SidecarIQ's commercial real estate intelligence agent and related software, data, workflows, interfaces, dashboards, APIs, MCP tools, browser or workflow tools, email or messaging integrations, CRM features, memory features, analysis tools, data pipelines, generated reports, recommendations, drafts, alerts, and related materials (collectively, the "Preview").
The Preview is made available for evaluation, testing, feedback, research, product-development, and limited business discussion purposes. It is not a finished product, production service, professional advisory service, system of record, source of truth, broker of record, data vendor service, investment service, legal service, valuation service, underwriting service, credit service, tenant-screening service, consumer-reporting service, or compliance service.
You may not rely on the Preview, any Preview Data, or any Output for any live transaction, investment decision, loan decision, tenant decision, brokerage obligation, client obligation, legal obligation, regulatory filing, notice, communication, or other production or real-world decision unless you independently verify all relevant information using authoritative sources and exercise your own professional judgment.
SidecarIQ is not charging you for access to the Preview unless a separate signed written agreement says otherwise. Free access does not create any obligation for SidecarIQ to provide support, uptime, data retention, data correction, feature continuity, future access, commercial terms, paid plans, refunds, credits, migration assistance, or any particular product roadmap.
SidecarIQ may modify, suspend, limit, replace, discontinue, or terminate all or part of the Preview at any time, for any reason or no reason, with or without notice.
Subject to these Terms, SidecarIQ grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Preview during the period SidecarIQ permits you to access it. You may use and share Outputs for your own evaluation, testing, and business discussion purposes only if you independently review and verify them, comply with these Terms, and include any required disclaimers, provenance, freshness, confidence, or research-preview legends.
You may not:
The Preview may include software and data features that are incomplete, inaccurate, experimental, and changing. Based on current development, the Preview may include or interact with:
Not all features will be available to every user. SidecarIQ may add, remove, test, break, restrict, or change any feature or data source at any time.
You are solely responsible for reviewing and approving any Output or action before it is used, sent, published, relied on, shared, entered into a system of record, or acted upon. If the Preview drafts an email, message, call list, outreach campaign, recommendation, report, comp sheet, score, prospect list, ownership chain, zoning conclusion, distress signal, lender match, tenant match, or other item, you must independently review it before use.
SidecarIQ is not responsible for any action taken by you, any action authorized by you, any action taken through an integration or account you connect, or any consequence of your reliance on or use of the Preview.
Unless SidecarIQ expressly enables auto-send or autonomous external action and you separately accept the additional risks and terms for that feature, Emily's outbound communications features are draft-only. You are responsible for manually reviewing, editing, approving, and sending any external email, message, outreach, notice, report, or communication.
The Preview may use generative AI, machine learning, entity resolution, automated extraction, web scraping, probabilistic matching, public data aggregation, third-party data, and human or automated curation. These methods can produce errors.
Outputs may be false, incomplete, stale, biased, duplicative, mislabeled, misclassified, hallucinated, unsupported, non-compliant, or unsuitable for your use. Entity matches may be wrong. Ownership chains may be incomplete. Public records may be stale. Property data may be inaccurate. Contact data may be outdated. Zoning, permits, licenses, and use classifications may be misread. Distress, lender, tenant, expansion, and deal signals may be speculative. Scores, rankings, confidence levels, and recommendations are only experimental indicators.
SidecarIQ does not verify all Outputs, does not guarantee the accuracy or legality of any data source, and does not guarantee that any Output can be used for your intended purpose.
"User Content" means anything you submit, upload, connect, authorize, transmit, disclose, or otherwise make available to the Preview, including prompts, messages, files, emails, attachments, CRM records, contact lists, deal notes, broker notes, properties, spaces, tenant requirements, client information, call notes, meeting notes, documents, URLs, credentials or tokens you authorize for integrations, feedback, corrections, confirmations, usage instructions, and other information.
You retain whatever ownership rights you have in your User Content. You are solely responsible for User Content and for having all rights, permissions, notices, consents, authorizations, and legal bases required to provide User Content to SidecarIQ and to allow SidecarIQ and its service providers to use it as described in these Terms.
You represent and warrant that User Content and our processing of it as permitted by these Terms will not violate any law, contract, privacy policy, platform term, confidentiality obligation, fiduciary duty, brokerage duty, employment obligation, client obligation, data license, intellectual property right, publicity right, privacy right, or other third-party right.
To the maximum extent permitted by law, you grant SidecarIQ and its affiliates, contractors, service providers, successors, and assigns a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, transferable license to host, store, copy, process, transmit, display, perform, analyze, parse, extract, normalize, modify, translate, create derivative works from, combine with other data, disclose to service providers, use, and otherwise process User Content for the following purposes:
This license continues for as long as needed for those purposes and survives termination to the extent User Content is retained in backups, logs, audit trails, Derived Data, model weights, evaluations, product improvements, de-identified datasets, security records, or legal records. SidecarIQ is not required to remove User Content from Derived Data, model weights, model outputs, internal learnings, or aggregated analytics unless required by applicable law.
You acknowledge that the Preview is free and that SidecarIQ's right to learn from, improve from, and create Derived Data from preview usage, User Content, feedback, and Outputs is a material condition of providing free preview access.
SidecarIQ may collect, create, and use telemetry, logs, prompts, responses, clicks, sessions, commands, metadata, usage patterns, feature activity, errors, latency, integration events, evaluations, feedback, corrections, approvals, rejections, confirmations, and other information relating to your use of the Preview ("Usage Data").
SidecarIQ owns all Usage Data and Derived Data, subject to applicable law. You assign to SidecarIQ all right, title, and interest in any suggestions, ideas, feedback, corrections, requests, recommendations, or other input you provide about the Preview ("Feedback"). SidecarIQ may use Feedback without restriction, payment, attribution, confidentiality obligation, or other obligation to you.
"Preview Data" means data, datasets, databases, indexes, knowledge graphs, records, entity identifiers, entity resolutions, normalized records, curated records, scraped records, public-source records, third-party-source records, enriched records, signals, classifications, scores, schemas, prompts, source mappings, provenance, metadata, and other content or information made available through or used by the Preview, excluding your underlying User Content.
"Output" means any answer, recommendation, draft, analysis, summary, report, comp sheet, score, list, export, record, data table, signal, classification, message, next action, API response, file, or other result generated, returned, displayed, or made available by the Preview.
As between you and SidecarIQ, SidecarIQ owns the Preview, Preview Data, Outputs, Usage Data, Derived Data, Feedback, and all related intellectual property, software, data rights, database rights, trade secrets, know-how, improvements, models, prompts, workflows, systems, and documentation, except for your underlying User Content. SidecarIQ grants you a limited, revocable, non-exclusive, non-transferable license to use Outputs during your authorized access period as permitted by these Terms.
You do not receive any ownership interest in the Preview, Preview Data, Outputs, Usage Data, Derived Data, or any SidecarIQ intellectual property. Outputs may not be unique to you, may be provided to others, may be similar or identical to outputs provided to others, and may be used by SidecarIQ for product development, evaluation, commercialization, training, and improvement.
The Preview may use, depend on, transmit data to, receive data from, or interoperate with third-party services, models, APIs, data sources, websites, platforms, and infrastructure providers. These third parties are not controlled by SidecarIQ.
You authorize SidecarIQ to send User Content, Usage Data, Preview Data, Outputs, and related information to third-party service providers as SidecarIQ determines useful or necessary for operating, testing, improving, securing, or providing the Preview. Third-party services may process data according to their own terms, policies, and technical rules.
Some Preview Data may originate from public records, public websites, scraped sources, user submissions, third-party APIs, commercial websites, government systems, broker materials, listing sources, or other sources. SidecarIQ does not represent that any source permits your intended use, that any source will remain available, that any source is accurate, or that any data is free of third-party rights, contractual restrictions, privacy restrictions, platform restrictions, or downstream use limitations.
The Preview does not grant you a license from any third-party data source. You are solely responsible for determining whether your use of any data requires separate authorization, license, consent, notice, or compliance step. SidecarIQ may remove, restrict, block, alter, or stop using any data source or data item at any time, including because of a third-party claim, legal concern, data quality issue, platform restriction, or business decision.
You must not submit to the Preview any sensitive, regulated, restricted, or high-risk information unless SidecarIQ expressly agrees in a separate signed written agreement.
Prohibited information includes:
SidecarIQ has no obligation to detect or remove prohibited information. You are responsible for any prohibited information you submit.
The Preview is not intended for consumer use or for processing sensitive personal information. You should use the Preview only for business evaluation and only with information you are authorized to provide.
SidecarIQ may process personal information, business contact information, User Content, Usage Data, and related data as described in these Terms. SidecarIQ may retain such information for product, security, compliance, legal, backup, audit, analytics, research, development, improvement, and commercialization purposes, subject to applicable law.
If your use of the Preview requires a data processing agreement, business associate agreement, regulated data addendum, cross-border transfer mechanism, or other privacy agreement, you must not use the Preview for that data unless SidecarIQ signs the required agreement in advance.
SidecarIQ will use commercially reasonable administrative, technical, and organizational measures for the Preview, but the Preview is experimental and is not warranted to meet any particular security, privacy, compliance, availability, encryption, certification, audit, SOC 2, ISO, HIPAA, PCI, GLBA, or enterprise control requirement.
SidecarIQ may notify you of security incidents only to the extent required by applicable law or a separate signed written agreement.
The Preview, Preview Data, product plans, features, user experience, prompts, schemas, workflows, methods, performance, pricing discussions, roadmap information, screenshots, recordings, documents, and non-public information disclosed by SidecarIQ are SidecarIQ's confidential information. Outputs are SidecarIQ confidential information except to the extent the Preview expressly enables you to export or share them, and then only subject to your review, verification, disclaimers, and these Terms.
You will:
These obligations do not apply to information you can prove is publicly available through no breach by you, was lawfully known to you before disclosure, or was independently developed without use of SidecarIQ confidential information.
SidecarIQ does not accept User Content as confidential information under these Terms and does not undertake confidentiality obligations for User Content beyond the express obligations in these Terms or any separate signed written agreement. Do not submit information to the Preview if these Terms do not provide enough protection for that information.
If you connect email, CRM, calendar, messaging, storage, mapping, browser, account, database, or other third-party systems to the Preview, you authorize SidecarIQ to access, read, process, store, transmit, modify, create, send, update, delete, or otherwise interact with those systems as enabled by the Preview and your configuration.
You are solely responsible for:
SidecarIQ is not liable for any act or omission of any third-party service, any action taken through connected accounts, any loss or corruption of data in connected accounts, or any consequence of your configuration or authorization.
You are solely responsible for compliance with all laws, rules, regulations, industry standards, platform terms, professional rules, brokerage rules, licensing requirements, fiduciary duties, confidentiality obligations, client obligations, employment obligations, marketing rules, privacy rules, data protection rules, fair housing rules, anti-discrimination rules, securities rules, antitrust rules, and other obligations that apply to you or your use of the Preview.
The Preview does not provide legal, tax, accounting, investment, valuation, appraisal, brokerage, lending, credit, tenant-screening, zoning, land-use, securities, insurance, compliance, or other professional advice. You must consult qualified professionals and authoritative sources for those matters.
You may not use the Preview as a substitute for your own professional judgment, licensing obligations, supervisory review, broker-of-record review, client consent, required disclosures, required notices, or compliance review.
You are responsible for all activity under your accounts, credentials, tokens, devices, and connected systems. You must keep credentials secure, promptly notify SidecarIQ of unauthorized access, and not share access except with authorized personnel bound by these Terms.
SidecarIQ may monitor usage, impose rate limits, suspend accounts, revoke access, disable features, block exports, delete or quarantine data, or require additional verification whenever SidecarIQ believes it is appropriate.
SidecarIQ may suspend, limit, or terminate your access to the Preview at any time, for any reason or no reason, with or without notice, including if SidecarIQ believes you violated these Terms, created risk, misused data, submitted prohibited information, exceeded intended evaluation use, threatened the Preview, or used the Preview in a way that may create legal, data, reputational, security, product, or business risk.
Upon termination or expiration, your license ends immediately. You must stop using the Preview, Preview Data, Outputs, SidecarIQ confidential information, and SidecarIQ materials. SidecarIQ may retain, delete, disable, or continue using User Content, Usage Data, Outputs, and Derived Data as permitted by these Terms and applicable law.
Sections intended by their nature to survive will survive, including ownership, data rights, confidentiality, disclaimers, limitations of liability, indemnity, dispute terms, and compliance obligations.
THE PREVIEW, PREVIEW DATA, OUTPUTS, DOCUMENTATION, FEATURES, INTEGRATIONS, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIDECARIQ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, AVAILABILITY, SECURITY, DATA INTEGRITY, ERROR-FREE OPERATION, UNINTERRUPTED OPERATION, SOURCE LEGALITY, OUTPUT LEGALITY, PROFESSIONAL SUITABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
SIDECARIQ DOES NOT WARRANT THAT THE PREVIEW WILL MEET YOUR REQUIREMENTS, THAT DATA WILL BE ACCURATE OR AVAILABLE, THAT OUTPUTS WILL BE CORRECT OR LAWFUL, THAT ERRORS WILL BE CORRECTED, THAT DATA WILL BE RETAINED, THAT THIRD-PARTY SERVICES WILL WORK, OR THAT THE PREVIEW WILL BE SECURE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIDECARIQ AND ITS AFFILIATES, OWNERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, MULTIPLE, PUNITIVE, OR SIMILAR DAMAGES; LOST PROFITS; LOST REVENUE; LOST BUSINESS; LOST OPPORTUNITY; LOSS OF GOODWILL; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; BUSINESS INTERRUPTION; TRADING, INVESTMENT, LENDING, BROKERAGE, DEAL, CLIENT, COMMUNICATION, OR PROFESSIONAL LOSSES; OR DAMAGES ARISING FROM RELIANCE ON DATA OR OUTPUTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIDECARIQ'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PREVIEW, THESE TERMS, USER CONTENT, PREVIEW DATA, OUTPUTS, THIRD-PARTY SERVICES, OR ANY RELATED MATTER WILL NOT EXCEED USD $100.
The limitations in this Section apply to all theories of liability, whether contract, tort, negligence, strict liability, statute, equity, or otherwise, and even if any remedy fails of its essential purpose.
Some jurisdictions do not allow certain exclusions or limitations. In those jurisdictions, SidecarIQ's liability is limited to the maximum extent permitted by law.
You will defend, indemnify, and hold harmless SidecarIQ and its affiliates, owners, managers, officers, directors, employees, contractors, service providers, licensors, suppliers, successors, and assigns from and against all claims, demands, actions, investigations, damages, losses, liabilities, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
SidecarIQ may control the defense of any indemnified matter at your expense. You may not settle any indemnified matter without SidecarIQ's prior written consent if the settlement imposes any obligation, admission, restriction, or liability on SidecarIQ.
You may not use the Preview in violation of U.S. export control, sanctions, anti-corruption, anti-money laundering, or similar laws. You represent that you are not located in, organized under the laws of, ordinarily resident in, or acting on behalf of any embargoed or sanctioned country, region, person, or entity, and that you are not prohibited from using the Preview under applicable law.
You acknowledge that breach of provisions relating to confidentiality, intellectual property, data misuse, reverse engineering, competitive use, access restrictions, or misuse of Preview Data may cause irreparable harm for which money damages would be inadequate. SidecarIQ may seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief without posting bond, in addition to any other remedies.
These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law rules.
Before filing a claim, the parties will attempt in good faith to resolve the dispute informally for 30 days after written notice, unless urgent equitable relief is needed.
Any dispute, claim, or controversy arising out of or relating to these Terms, the Preview, User Content, Preview Data, Outputs, or any related matter will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except that either party may seek urgent equitable relief in any court of competent jurisdiction. The seat and venue of arbitration will be Cheyenne, Wyoming. The arbitration will be conducted in English by one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
YOU AND SIDECARIQ WAIVE ANY RIGHT TO A JURY TRIAL. YOU AND SIDECARIQ AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
SidecarIQ may update these Terms from time to time. Updated Terms are effective when posted, presented, or otherwise made available, unless a later date is stated. Continued access to or use of the Preview after updated Terms become effective constitutes acceptance of the updated Terms. SidecarIQ may require you to accept updated Terms before continuing to use the Preview.
SidecarIQ may give notices by email, in-product notice, account notice, website posting, or other reasonable method. Notices to SidecarIQ must be sent to:
SidecarIQ, LLC 2000 Tower Oaks Blvd., Suite 440 Rockville, MD 20852 Email: [email protected]
You may not assign or transfer these Terms, your account, or your rights or obligations without SidecarIQ's prior written consent. Any attempted assignment in violation of this Section is void. SidecarIQ may assign, transfer, delegate, or novate these Terms and any rights or obligations to any affiliate, successor, acquirer, buyer, investor, lender, restructuring entity, or other person without your consent.
These Terms are the complete agreement between you and SidecarIQ regarding the Preview and supersede prior or contemporaneous discussions, understandings, or agreements regarding the Preview, unless a separate signed written agreement expressly states that it overrides these Terms.
If any provision is unenforceable, the remaining provisions remain effective, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
No waiver is effective unless in writing and signed by SidecarIQ. Failure to enforce a provision is not a waiver.
Headings are for convenience only. "Including" means "including without limitation." These Terms do not create any partnership, joint venture, employment, franchise, fiduciary, agency, broker-client, advisor-client, attorney-client, or similar relationship.
These Terms are intended to be accepted by website clickwrap, account creation, first access, or another electronic acceptance flow. The electronic record of acceptance will be treated as an original signature and binding agreement.
No wet signature, PDF signature, or countersignature by SidecarIQ is required unless SidecarIQ separately requires one for a particular user, customer, pilot, or higher-risk use case.
These notes are not part of the Terms unless SidecarIQ chooses to include them.
Use an explicit clickwrap before account creation or first access:
"I agree to the SidecarIQ Emily Research Preview and Evaluation Terms and Privacy and Data Use Notice. I understand Emily is a research preview, may be wrong, learns from my use, and must be independently verified before use."
Require the checkbox to be unchecked by default. Put visible links to the Terms and Privacy and Data Use Notice next to the checkbox. Log the user ID, email, optional organization, IP address, timestamp, terms version date, privacy notice version date, terms URL or hash, privacy notice URL or hash, checkbox text, user agent, and acceptance event.
For higher-risk users, prospects, advisors, brokers, or anyone uploading especially sensitive or third-party-restricted data, SidecarIQ can require a signed PDF or e-signature version in addition to clickwrap, but the default deployment flow is website legal acceptance only.
Show short warnings in the product where users see Outputs or trigger actions:
SidecarIQ's exact Wyoming public registry details should be confirmed by a human through Wyoming's official WyoBiz Business Entity Search before publication. A secondary public listing was identified at https://www.bizapedia.com/wy/sidecariq-llc.html, but official state records should control if there is any inconsistency.