1. Agreement to Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Always Improving LLC, a North Carolina limited liability company (“Company,” “we,” “us,” or “our”), governing your access to and use of the website, applications, and services available at monthavencapital.com and any related subdomains (collectively, the “Platform”).
By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately cease all use of the Platform.
Certain services accessible through the Platform may be provided by our authorized affiliates:
- Monthaven Brokerage LLC — Licensed real estate brokerage services, operating under the supervision of a licensed Broker-in-Charge in accordance with applicable state real estate commission rules
- Monthaven Capital Inc. — Capital advisory, co-sponsorship, and deal execution services
These affiliates operate on the Platform under technology license agreements with Always Improving LLC. They do not own, control, or operate the Platform or any of its underlying technology, data, or intellectual property.
2. Eligibility
2.1 You must be at least eighteen (18) years of age and legally capable of forming a binding contract under the laws of your jurisdiction to use the Platform.
2.2 If you are accessing the Platform on behalf of a company, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
2.3 Platform access is by invitation only. We reserve the sole and absolute right to grant, deny, suspend, or revoke access to any User at any time, for any reason or no reason, without notice or liability.
3. Platform Ownership & Intellectual Property
3.1 Exclusive Ownership. The Platform, including all source code, object code, software, algorithms, artificial intelligence systems (including but not limited to the SONA system), machine learning models, databases, data structures, APIs, user interfaces, designs, documentation, underwriting models, scoring methodologies, market analysis frameworks, and all other technology and intellectual property embodied in or associated with the Platform (collectively, the “Platform IP”), is the exclusive property of Always Improving LLC.
3.2 No Third-Party Ownership. No affiliate, licensee, partner, user, or other third party has any ownership interest in the Platform IP. Without limiting the foregoing:
(a) Monthaven Capital Inc. accesses the Platform under a revocable technology license from Always Improving LLC and has no ownership, equity, or proprietary interest in any Platform IP, data, or technology;
(b) Monthaven Brokerage LLC accesses the Platform under a separate technology license from Always Improving LLC for the purpose of conducting licensed brokerage operations and has no independent ownership of Platform IP;
(c) No user of the Platform acquires any ownership interest in the Platform IP by virtue of accessing or using the Platform.
3.3 Protected Rights. All intellectual property rights in the Platform IP, including copyrights, patents, patent applications, trade secrets, trademarks, service marks, and trade dress, are and shall remain the sole property of Always Improving LLC. The Platform IP is protected under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), applicable state trade secret laws, the Copyright Act (17 U.S.C. § 101 et seq.), and all other applicable federal and state intellectual property laws.
3.4 Restrictions. You may not, and you may not permit any third party to:
(a) Copy, reproduce, modify, adapt, translate, or create derivative works of any Platform IP;
(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data structures of any Platform technology;
(c) Distribute, sublicense, lease, rent, loan, sell, or transfer any Platform IP or any rights therein;
(d) Remove, alter, or obscure any proprietary notices, labels, watermarks, or copyright markings;
(e) Use the Platform or any Platform IP to develop competing products, services, or platforms;
(f) Scrape, crawl, harvest, or otherwise extract data from the Platform by any automated or manual means;
(g) Misrepresent ownership of the Platform or Platform IP to any third party;
(h) Use the Platform for any purpose not expressly authorized by these Terms.
4. Data Ownership
4.1 Platform Data. All data collected, generated, processed, stored, or transmitted through the Platform, including but not limited to user profiles, lead information, call logs, communication records, deal submissions, investor records, property data, analytics, derived insights, scoring models, and aggregated datasets (collectively, “Platform Data”), is the exclusive property of Always Improving LLC.
4.2 User Submissions. When you submit information to the Platform — including but not limited to property details, financial data, deal briefs, contact information, or other materials (collectively, “User Submissions”) — you grant Always Improving LLC a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, analyze, distribute, display, and create derivative works from such User Submissions for any purpose related to operating, improving, or expanding the Platform and its services.
4.3 No User Ownership of Aggregated Data. You acknowledge that any aggregated data, analytics, market intelligence, trend analysis, scoring outputs, or proprietary insights generated by the Platform using your User Submissions or activity data are the exclusive property of Always Improving LLC and are not exportable, downloadable, or transferable to you or any third party.
4.4 Affiliate Data Access. Authorized affiliates (Monthaven Brokerage LLC, Monthaven Capital Inc.) may access Platform Data solely as permitted under their respective technology license agreements with Always Improving LLC. Such access does not transfer any ownership interest in Platform Data to any affiliate. Upon termination of an affiliate's technology license, all data access rights are immediately revoked.
5. Account Access & Security
5.1 Account Creation. Access to the Platform requires an account. Accounts are created by invitation only and are subject to identity verification and execution of the Platform Access & Confidentiality Agreement.
5.2 Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to immediately notify us of any unauthorized use.
5.3 Revocation. We may suspend or terminate your account at any time, for any reason, including but not limited to breach of these Terms, suspected fraudulent activity, or at the direction of Always Improving LLC's management. Upon termination, all access to the Platform and Platform Data ceases immediately.
6. Services Provided Through the Platform
6.1 Brokerage Services. Licensed real estate brokerage services accessible through the Platform are provided by Monthaven Brokerage LLC under the supervision of its designated Broker-in-Charge. These services include property marketing, deal facilitation, investor introductions, offering memorandum distribution, and related brokerage activity. All brokerage activity is conducted in compliance with applicable state real estate commission rules and licensing requirements.
6.2 Capital Advisory Services. Capital advisory, co-sponsorship, underwriting support, and deal execution services are provided by Monthaven Capital Inc. under a technology license from Always Improving LLC. These services do not constitute investment advice, legal advice, or an offer to buy or sell securities.
6.3 Technology Services. The Platform itself — including all AI analysis, automated underwriting, data processing, communication tools, and portal functionality — is operated by Always Improving LLC.
6.4 No Agency. Neither these Terms nor any use of the Platform creates an agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and Always Improving LLC or any of its affiliates, unless expressly agreed in a separate written agreement.
7. SMS/Text Messaging
7.1 By providing your phone number through the Platform, you consent to receive text messages from Always Improving LLC and its authorized affiliates related to real estate investment opportunities, deal updates, and platform communications.
7.2 Message frequency varies. Message and data rates may apply. Consent is not required for any purchase or service.
7.3 Reply STOP to opt out at any time. Reply HELP for assistance. Contact support@monthavencapital.com for support.
7.4 We do not sell, rent, or share your phone number with third parties for their marketing purposes.
7.5 All SMS communications are transmitted through infrastructure owned and operated by Always Improving LLC. Communication records are Platform Data as defined in Section 4.
8. Prohibited Conduct
You agree not to:
(a) Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
(b) Submit false, misleading, or fraudulent information;
(c) Interfere with, disrupt, or attempt to gain unauthorized access to the Platform or its infrastructure;
(d) Use the Platform to compete with Always Improving LLC or any of its affiliates;
(e) Attempt to access data, accounts, or platform features for which you have not been authorized;
(f) Share your account credentials with any third party;
(g) Circumvent, disable, or interfere with any security features of the Platform;
(h) Use the Platform to solicit, recruit, or hire any employee, contractor, or agent of Always Improving LLC or its affiliates;
(i) Misrepresent your identity, authority, or affiliation with any person or entity;
(j) Use any information obtained through the Platform to contact any party directly for the purpose of circumventing Always Improving LLC or its affiliates.
9. Mandatory Damages for Breach
9.1 Acknowledgment. You acknowledge that breach of Sections 3, 4, or 8 of these Terms would cause irreparable harm to Always Improving LLC for which monetary damages alone would be inadequate, and that the actual damages resulting from such breach would be difficult to ascertain at the time of contracting.
9.2 Liquidated Damages. You agree that the following liquidated damages represent a reasonable pre-estimate of Always Improving LLC's probable damages and are not a penalty:
(a) Unauthorized reproduction or distribution of Platform IP: The greater of One Hundred Thousand Dollars ($100,000) or five percent (5%) of any revenue, transaction value, or economic benefit derived from such unauthorized use;
(b) Unauthorized extraction or export of Platform Data: Fifty Thousand Dollars ($50,000) per incident;
(c) Circumvention of Platform relationships (contacting parties introduced through the Platform to bypass Always Improving LLC or its affiliates): One hundred percent (100%) of any commission, fee, or economic benefit that would have been earned;
(d) Unauthorized access to Platform features or data: Twenty-Five Thousand Dollars ($25,000) per incident;
(e) Solicitation of employees or contractors: Fifty Thousand Dollars ($50,000) per individual.
9.3 Cumulative Remedies. Liquidated damages under this section are in addition to, and not in lieu of, any other remedies available to Always Improving LLC at law or in equity, including injunctive relief, actual damages (if greater than liquidated damages), exemplary damages under the DTSA or applicable state trade secret laws, and recovery of reasonable attorneys' fees and costs.
9.4 Injunctive Relief. You consent to the entry of injunctive relief — including temporary restraining orders, preliminary injunctions, and permanent injunctions — to prevent breach or threatened breach of these Terms, without the necessity of proving actual damages or posting a bond.
10. Disclaimers
10.1 NO INVESTMENT ADVICE. Nothing on the Platform constitutes investment, legal, tax, or financial advice. You should consult qualified professionals before making any investment decisions.
10.2 AS-IS BASIS. THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10.3 NO GUARANTEES. We do not guarantee any particular outcome from the use of the Platform or any services provided through it. We do not warrant that the Platform will be uninterrupted, timely, secure, or error-free.
10.4 THIRD-PARTY INFORMATION. Information provided by users, affiliates, or third parties through the Platform has not been independently verified by Always Improving LLC unless expressly stated. You are responsible for conducting your own independent due diligence.
11. Limitation of Liability
11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, ALWAYS IMPROVING LLC AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.
11.2 OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (b) ONE HUNDRED DOLLARS ($100).
11.3 THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (a) YOUR BREACH OF SECTIONS 3, 4, OR 8; OR (b) YOUR OBLIGATION TO PAY LIQUIDATED DAMAGES UNDER SECTION 9.
12. Indemnification
12.1 You agree to indemnify, defend, and hold harmless Always Improving LLC and its affiliates (including Monthaven Brokerage LLC and Monthaven Capital Inc.), and their respective officers, directors, members, employees, agents, and successors, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
(a) Your use of the Platform;
(b) Your breach of these Terms;
(c) Your violation of any law, regulation, or third-party right;
(d) Any User Submission you provide;
(e) Any dispute between you and a third party arising from your use of the Platform.
13. Securities Disclosure
13.1 The Platform does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any securities offerings made through or in connection with the Platform are made only to accredited investors pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended, or other applicable exemptions.
13.2 All investments involve risk, including the potential loss of principal. Past performance is not indicative of future results.
13.3 Securities offerings, if any, are made by the applicable deal-specific entity, not by Always Improving LLC. Always Improving LLC is a technology company and does not offer, sell, or solicit securities.
14. Governing Law & Dispute Resolution
14.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.
14.2 Exclusive Jurisdiction. Any action or proceeding arising from these Terms shall be brought exclusively in the state or federal courts located in Wake County, North Carolina, and you consent to the personal jurisdiction of such courts.
14.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.
14.4 Prevailing Party. In any action to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
15. Modifications
15.1 We may modify these Terms at any time by posting the updated Terms on the Platform with a new effective date. Your continued use of the Platform after any modification constitutes your acceptance of the modified Terms.
15.2 For material changes, we will make reasonable efforts to provide notice via email or Platform notification. However, it is your responsibility to review these Terms periodically.
16. Severability
If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
17. Entire Agreement
These Terms, together with the Privacy Policy, the Platform Access & Confidentiality Agreement, and any other agreements executed between you and Always Improving LLC, constitute the entire agreement between you and Always Improving LLC regarding the Platform. These Terms supersede all prior agreements, representations, and understandings regarding the same subject matter.
18. DTSA Whistleblower Notice
Pursuant to 18 U.S.C. § 1833(b), you are hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
19. Contact
If you have questions about these Terms, contact:
