Deal Memo Terms of Service

Last updated: October 18, 2026

Doorcount is a brand of, and this service is provided by, Prime Commercial Ventures, LLC, a Nevada limited liability company. These Terms of Service ("Terms") are an agreement between you and Prime Commercial Ventures, LLC (the seller). In these Terms, "Doorcount", "we", "us" and "our" mean the seller, which provides the Doorcount brand and service. They govern your purchase and use of the Doorcount Deal Memo and the related intake form, emails and PDF (the "Service"). By buying a Deal Memo, submitting the intake form, or using the PDF, you agree to these Terms. If you buy for a business, you agree on behalf of that business.

1. What the Deal Memo is

The Deal Memo is a multi-page PDF deal memo on one US residential multifamily property (2 or more units) that you name, written in plain English. It includes:

• a plain-English key to the terms used;
• headline figures for the deal (such as price, cash needed at closing, Year 1 net operating income (NOI), debt coverage (DSCR), cash-on-cash return and, where seller financing is involved, the balloon);
• a short summary of the deal, what has to go right and what could break it;
• a conservative Year 1 NOI build, line by line, with the assumptions shown;
• an offer band: an opening, target and walk-away price, compared with the asking price, at which our conservative numbers still work;
• a comparison of deal structures where relevant (for example all cash, a bank or DSCR loan, seller financing and a master lease), including a balloon and refinance check for seller financing;
• a check of public records and a list of conflicts we found between sources;
• contract conditions you may want to consider, next steps for your own due diligence, and where deeper analysis may be worth it; and
• the dated sources we used.

It is prepared from public information (such as the listing, county appraisal and tax records, and rent listings) and anything you choose to send us. Financing terms in the memo are illustrative assumptions, not loan quotes or offers of credit. It is a conservative screen, not a full underwriting.

2. What the Deal Memo is not

• The offer band is not an appraisal, a valuation or an opinion of market value. It shows the prices at which our conservative numbers work, and it is not a recommendation to offer any amount. The Deal Memo is also not a broker price opinion, an inspection, a survey, a title review, an environmental review or a loan approval.
• Contract conditions we list are points to discuss with your own attorney, not legal advice or contract language.
• It is not investment, legal, tax, or financial advice, and it is not a recommendation to buy, sell, bid on, or finance any property.
• Doorcount is not a registered investment adviser, broker-dealer, real estate broker, appraiser or inspector, does not represent any buyer or seller, and accepts no commissions, finder's fees or success fees.
• We do not visit the property, contact the seller or broker for you, or verify information with them.

3. Ordering, intake and delivery

Payment through Gumroad. The Deal Memo is sold and paid for through Gumroad, which processes the payment and acts as merchant of record. Gumroad's terms also apply to your purchase. The price is $149 per property, plus any tax Gumroad charges.

Intake. After purchase, complete the Doorcount intake form using the link in your Gumroad receipt, including your Gumroad order number. You must agree to the disclaimer on the form before submitting it.

Screening. Within 1 business day of a complete intake, we confirm your payment, check that the property is in scope and that enough public data exists, and run a conflict check (Section 5). We may decline any order. If we decline, we refund you in full.

Turnaround. We aim to deliver the PDF by email within 2 business days after your intake is complete and has passed screening. Business days are Monday through Friday, excluding US federal holidays, in Central Time.

Capacity. We may pause new orders at any time, for example when we are at capacity. If we can't take an order you have already placed, we refund you in full (Section 6).

One revision round. Within 7 days of delivery, you may ask for one round of changes to assumptions (for example, a different rent or tax figure you can source). We will re-issue the PDF once. The conservative minimums in Section 4 cannot be loosened.

4. Important disclaimer and your responsibilities

IMPORTANT DISCLAIMER: Doorcount underwriting is intentionally conservative and is provided for informational purposes only. It is not investment, legal, tax, or financial advice, and it is not a recommendation to buy, sell, bid on, or finance any property. Before making any decision, you must perform your own underwriting using multiple independent sources (including your own lender, inspector, appraiser, title company, attorney, and local market experts). Doorcount accepts no responsibility or liability for any action taken or decision made based on its underwriting or content. Doorcount is not responsible for the accuracy of this document as applied to your individual market. All figures are estimates.

In plain English, you agree that:

1. The underwriting is conservative on purpose. We re-assess taxes at the purchase price, use at least 10% vacancy, set operating costs at no less than 50% of collected income (55% for buildings built before 1985), include 8% management and repair reserves, and leave rent upside out of the main numbers. Results may look worse than the seller's or a lender's, and the real results may be better or worse than ours.
2. You will underwrite the property yourself, from multiple independent sources, before making any offer, bid, purchase, loan or other decision.
3. Doorcount takes no responsibility for your decisions. You are solely responsible for every decision you make, whether or not you rely on the Deal Memo.
4. Doorcount isn't responsible for accuracy in your individual market. Local rents, taxes, insurance and costs vary, public data can be incomplete, outdated or wrong, and information you give us may be wrong. All figures are estimates.

5. Conflicts of interest; pursued-property exclusion

Doorcount's operator and its affiliates invest in multifamily real estate and may bid on, acquire or hold interests in properties, including properties similar or near to yours. Before accepting an order, we check the property against our internal list of properties we or our affiliates are actively pursuing. If the property you submit is on that list, we will decline the order and refund you in full (we will not tell you why beyond "a conflict"). We do not otherwise guarantee that we or our affiliates won't later compete with you for the same or another property, and nothing in these Terms creates any duty of exclusivity or confidentiality beyond Section 8.

6. Refunds

Full refund if we can't take your order, you cancel before work starts, we deliver late, or the memo is missing a promised section or has an error we can't fix. Email [email protected] within 7 days of purchase.

• We can't take your order: if the property is out of scope or we have a conflict (Section 5), we decline the order and refund you in full.
• You cancel before work starts: if you cancel before we begin gathering data, you get a full refund.
• We deliver late: if we deliver more than 24 hours after the 2-business-day turnaround, you get a full refund, and you keep the PDF.
• Errors: if the memo has an error we can fix, we send you a corrected PDF at no charge within 2 business days. If the memo is missing a section promised in Section 1, or has an error we can't fix, you get a full refund.
• Duplicate charges: if you are charged more than once for the same order, we refund the duplicate charge.
• Apart from these cases, once data gathering has started the Deal Memo is not refundable. One revision round is included (Section 3). The Deal Memo is a one-time purchase, not a subscription.
• Refunds are issued through Gumroad to your original payment method. Ask by emailing [email protected] or replying to any email from us about your order.
• Nothing in this section limits any refund right you have by law.

7. Your content

You confirm you have the right to share anything you send us (for example rent rolls, operating statements, offering memorandums, listing links and photos). You give us a limited permission to use it only to prepare and support your Deal Memo. We do not publish it or share it with third parties except service providers who help us deliver the Service (for example email and form providers). We delete uploads 90 days after delivery, or sooner on request to [email protected].

8. Use of the PDF

The PDF is licensed for your personal or internal business use, including sharing it with your own lender, partners and advisers. Do not resell it, publish it, or present it as an appraisal or as your own independent analysis. Third-party listings and data belong to their owners.

9. Warranty disclaimer

THE SERVICE AND THE PDF ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY FIGURE, SOURCE, RED FLAG OR ESTIMATE IS ACCURATE, COMPLETE OR CURRENT, OR THAT THE PDF WILL BE DELIVERED BY ANY PARTICULAR TIME, EXCEPT FOR THE REFUND IN SECTION 6.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) PRIME COMMERCIAL VENTURES, LLC AND ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND CONTRACTORS ACCEPT NO RESPONSIBILITY OR LIABILITY FOR ANY ACTION TAKEN OR DECISION MADE BASED ON THE SERVICE OR THE PDF, INCLUDING ANY OFFER, BID, PURCHASE, FINANCING OR INVESTMENT LOSS; (B) THEY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST OPPORTUNITIES, LOST DEPOSITS OR EARNEST MONEY, OR DIMINISHED PROPERTY VALUE, ARISING FROM OR RELATED TO THE SERVICE; AND (C) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE DEAL MEMO GIVING RISE TO THE CLAIM. These limits apply whatever the legal theory and even if we were told such damages were possible. Some jurisdictions do not allow certain limitations, so some of these may not apply to you.

11. Indemnity

You will defend, indemnify and hold harmless Prime Commercial Ventures, LLC from claims, losses and expenses (including reasonable attorneys' fees) arising from your decisions about any property, your use or sharing of the PDF, content you send us, or your breach of these Terms or of law.

12. Changes

We may update these Terms for future orders. The Terms in effect when you bought a Deal Memo apply to that order.

13. Governing law and venue

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Any dispute arising from or related to these Terms or the Service will be brought exclusively in the state or federal courts located in or serving Comal County, Texas, and you and we consent to the personal jurisdiction of those courts.

14. General

These Terms and the Doorcount Privacy Policy (https://usedoorcount.com/privacy/) are the entire agreement between you and us about the Service. If any provision is unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets. Sections 2, 4, 5, 8, 9, 10, 11 and 13 survive delivery and any refund.

15. Contact

Doorcount is a brand of, and this service is provided by, Prime Commercial Ventures, LLC, a Nevada limited liability company. Contact: [email protected]