Terms of Service — GILE Suite

1. Acceptance & definitions

These Terms of Service / End-User License Agreement (the “Terms”) are a binding agreement between you (and the firm on whose behalf you act, together “you”) and Arizona Healthcare Realty, LLC, an Arizona limited liability company doing business as GILE Commercial Real Estate (“GILE CRE”). “GILE Suite” and the “Portal” mean the commercial-real-estate operations product that GILE CRE operates at www.gilesuite.com. Capitalized terms not defined in these Terms have the meaning given to them in our Privacy Policy, which is incorporated into these Terms by reference.

You accept these Terms by clicking “I agree” (or a substantially similar affirmative control) on the in-app acceptance prompt. By taking that affirmative step you agree to these Terms. If you do not agree, do not click “I agree” and do not use the Portal.

2. License grant

GILE CRE grants authorized users a limited, non-exclusive, non-transferable, revocable license to access and use the Portal for internal business purposes only.

3. Eligibility & authorized use

Access is limited to invited, authorized members of the suite directory. You may not share your credentials, and you are responsible for all activity under your account.

4. QuickBooks Online integration terms

A firm administrator connects one QuickBooks Online company to the suite on the firm’s behalf. By connecting QuickBooks, the connecting administrator represents and warrants that they are authorized to bind the firm and to grant the Portal access to the firm’s QuickBooks data. By doing so the administrator authorizes the Portal both to read the financial data described in the Privacy Policy and to create customers and commission invoices in QuickBooks on the firm’s behalf; the Portal does not delete existing QuickBooks records. Use of QuickBooks remains governed by Intuit’s own terms, and an administrator may disconnect the connection at any time from within the Portal or via Intuit’s My Apps.

You are solely responsible for reviewing all customers and invoices that the Portal creates in QuickBooks on your behalf. GILE CRE is not the firm’s accountant, bookkeeper, or tax advisor, and is not responsible or liable for any tax, accounting, or financial-reporting consequences arising from your use of the Portal or from the records it creates.

5. Acceptable use & restrictions

You may not reverse engineer, scrape, gain unauthorized access to, or interfere with the Portal, or use it to violate any law or third-party right.

6. Intellectual property

The Portal software, design, and content are owned by GILE CRE or its licensors. No rights are granted except the limited license described above.

Your data. As between the parties, the firm retains all right, title, and interest in the data, records, and files it submits to the Portal (“Firm Data”). You grant GILE CRE a non-exclusive license to host, process, and display Firm Data solely to provide, secure, and maintain the Portal.

Feedback. If you provide feedback or suggestions about the Portal, you grant GILE CRE a worldwide, perpetual, irrevocable, royalty-free license to use that feedback without restriction or obligation to you.

7. Third-party services

The Portal relies on Google, Intuit / QuickBooks, Turso, Vercel, Vercel Blob, and Resend. Their respective terms also apply, and GILE CRE is not responsible for the availability of third-party services.

8. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GILE CRE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR DATA, ARISING OUT OF OR RELATED TO THE PORTAL OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF GILE CRE ARISING OUT OF OR RELATED TO THE PORTAL OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO GILE CRE FOR THE PORTAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The foregoing exclusions and the liability cap do not apply to: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; (c) infringement or misappropriation of intellectual-property rights; (d) your indemnification obligations under §10; or (e) any liability that cannot be excluded or limited under applicable law. The limitations in this section apply notwithstanding the failure of essential purpose of any limited remedy.

10. Indemnification

To the extent permitted by applicable law, you will indemnify, defend, and hold harmless GILE CRE from and against third-party claims, damages, and reasonable costs (including reasonable attorneys’ fees) arising out of (a) your misuse of the Portal, (b) content or files you upload that infringe or misappropriate a third party’s rights, and (c) your breach of the restrictions in §5. This obligation is scoped to claims arising from your own acts or omissions and does not extend to matters caused by GILE CRE.

11. Term & termination

GILE CRE may suspend or revoke access at any time. You may stop using the Portal at any time and may request deactivation of your account by contacting us. The license terminates on deactivation or revocation.

Effect of termination. On termination, your right to access the Portal ends. Handling and deletion of your data and of QuickBooks OAuth tokens after termination are governed by §6 (Data retention) of the Privacy Policy.

Survival. The following survive termination of these Terms: §6 (Intellectual property), §8 (Disclaimers), §9 (Limitation of liability), §10 (Indemnification), §13 (Governing law & venue), §14 (General), and any other provision that by its nature should survive.

12. Electronic acceptance (E-SIGN & UETA consent)

You consent to do business electronically and agree that your affirmative “I agree” action on the in-app acceptance prompt constitutes your electronic signature to these Terms and has the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law, including the Uniform Electronic Transactions Act (UETA). We record the version you accepted and the date and time of acceptance.

13. Governing law & venue

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-laws rules. You and GILE CRE agree to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, and each party consents to the personal jurisdiction of those courts.

14. General

Entire agreement. These Terms, together with the Privacy Policy incorporated by reference, constitute the entire agreement between you and GILE CRE regarding the Portal and supersede all prior or contemporaneous understandings on that subject.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, or severed, and the remaining provisions will remain in full force and effect.

No waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later.

Assignment. GILE CRE may assign these Terms, in whole or in part, in connection with a merger, acquisition, sale of assets, or other corporate transaction. You may not assign or transfer these Terms or your account without GILE CRE’s prior written consent.

15. Changes to Terms

We may update these Terms from time to time. We will provide reasonable notice of material changes — through an in-Portal notice or by email — before those changes take effect, and for material changes to these Terms we will re-present the in-app acceptance prompt so you can review and accept the updated Terms before continuing to use the Portal. The “Last updated” date reflects the latest revision.

16. Contact

Arizona Healthcare Realty, LLC (dba GILE Commercial Real Estate) — operator of GILE Suite.
15333 N Pima Rd, Suite 305, Scottsdale, AZ 85260
Caleb@gilecre.com · www.gilesuite.com