Terms of Service

1. Services Provided

Valuenest provides a pre-listing deal-assessment platform for sell-side M&A advisors, business brokers, and related professionals operating in the small-to-medium business transaction market. The platform ingests financial and operational documents, applies a structured scoring methodology, and generates the Valuenest Market Readiness Assessment (MRA), a scored, structured deliverable that evaluates buyer readiness, evidence quality, and transaction risk ("Services").

The Services are for informational purposes only. All scores, findings, flags, and reports generated by the platform, including the current and potential market readiness scores and any other current or future scoring modules, are informational assessments only. They do not constitute accounting, financial, legal, valuation, appraisal, credit determination, or professional advice of any kind. You are responsible for consulting qualified professionals before making any business or transaction decisions.

2. Eligibility

You must be at least 18 years old, a licensed or otherwise authorized M&A intermediary, business broker, financial advisor, or related professional operating in the United States, and legally capable of entering into a binding contract. By using the Services, you represent and warrant that you meet these requirements.

3. User Responsibilities

You agree to:

• Provide accurate and truthful information.
• Use the Services only for lawful professional purposes.
• Not interfere with or disrupt the operation of the platform.
• Not submit unlawful, infringing, or harmful content.
• Ensure you have appropriate authority and consent to submit any business, financial, or personal data of third parties, including your clients, their businesses, and deal counterparties, to the platform.

4. Advisor Obligation to Obtain Seller Authorization

The financial and operational documents you submit to the platform frequently contain sensitive personal and business information belonging to your clients and their business owners, including personal tax returns, payroll data, Social Security Numbers, banking records, and personally identifiable financial information of individuals who are not party to this Agreement.

Before submitting any third-party data to the platform, you represent and warrant that:

• You have obtained written authorization from the business owner(s) and any other relevant parties to submit their financial and operational data to Valuenest for analysis;
• That authorization covers the specific documents submitted, including personal tax returns and documents containing personally identifiable information;
• You have disclosed to your client that their financial data will be processed by a third-party platform for deal assessment purposes; and
• You have retained documentation of that authorization and will produce it upon request.

Valuenest is not responsible for verifying that you have obtained appropriate authorization. Your indemnification obligations in Section 13 apply specifically to claims arising from submission of third-party data without adequate authorization.

5. Data You Provide

Types of Data Collected

The platform is designed to ingest business and financial documentation including, but not limited to:

• Profit and loss statements (including trailing 12–36 month periods);
• Business and personal tax returns (including Schedule K-1, Schedule C, and related schedules);
• Balance sheets;
• Payroll reports and records;
• Accounts receivable and accounts payable aging reports;
• Bank and financial account statements;
• Lease agreements and real property schedules;
• Customer and vendor concentration schedules;
• Operational and management records; and
• Any other financial, operational, or supporting documentation submitted in connection with a deal assessment.

Ownership and License

You retain ownership of all business, operational, and financial data ("User Data") that you provide or upload. By submitting User Data, you grant Valuenest a limited, non-exclusive, royalty-free license to process the data solely to provide the Services to you for the specific deal assessment for which it was submitted.

Prohibition on AI Model Training

User Data, including all uploaded financial statements, tax returns, payroll records, deal documents, and any data derived from them, is never used to train, fine-tune, pre-train, or otherwise develop artificial intelligence or machine learning models, including Valuenest's own scoring engine. The scoring engine is applied to your data; your data is not used to build or improve it.

Prohibition on Client Solicitation

Valuenest will not use deal-level data, seller information, or business owner identifying information submitted through the platform to contact, solicit, market to, or share information about your clients or their businesses with any third party, including potential buyers or investors, without your express written consent.

Aggregated Analytics

We may use anonymized, aggregated information derived from platform usage, such as score distributions, document processing patterns, flag frequency, and platform performance metrics, to develop industry analytics, benchmarks, and product improvements. Aggregated information is stripped of all deal-identifying, customer-identifying, and individual-identifying attributes before any such use and cannot reasonably be used to identify any individual deal, customer, seller, or buyer.

We will not commercialize deal-level financial data, transaction details, or seller, buyer, or business owner information in any form. Aggregated analytics apply to de-identified platform usage metadata only.

Social Security Numbers and Sensitive Personal Information

Tax returns and certain other documents submitted to the platform may contain Social Security Numbers (SSNs) or Individual Taxpayer Identification Numbers (ITINs) of business owners and individuals. Valuenest processes these documents solely to extract and analyze the financial data contained within them. SSNs and ITINs are not stored in searchable or accessible fields, are encrypted at rest, and are not used for any purpose beyond document processing. Access to documents containing SSNs or ITINs is restricted to authorized personnel and systems with a documented need.

6. Data Retention

Valuenest retains User Data for the period necessary to provide the Services, plus a reasonable period thereafter to support account-related inquiries and legal obligations. Our standard retention periods are:

• Active accounts: Data is retained for the duration of the engagement and for up to 24 months following the last activity on the associated deal or account.
• Terminated accounts: Data is retained for up to 12 months following account termination, after which it is deleted or destroyed, unless a longer period is required by applicable law.
• Legal holds: Data subject to a legal hold, litigation, or regulatory inquiry will be retained until that matter is resolved.

You may request deletion of your User Data at any time by contacting privacy@valuenest.ai. Deletion requests will be honored within 30 days, subject to applicable legal retention requirements.

7. Algorithmic Scoring Disclosure

The platform generates market readiness scores through an automated scoring model that processes the inputs you provide. Score outputs reflect the quality and completeness of those inputs and are subject to confidence adjustments based on the level of documentation and verification available. Scores may change materially as additional verification is completed.

Scores are informational tools designed to surface risk patterns and prioritize advisor follow-up. They are not valuations, credit decisions, underwriting determinations, loan approvals, or professional opinions. Valuenest does not represent that any score will predict or influence deal outcomes, financing approvals, or transaction success.

Where the platform produces a score assessing deal characteristics relevant to SBA or conventional financing, that score is not a lender determination, pre-approval, or credit assessment of any party, and does not constitute a representation that any transaction will qualify for any specific financing structure.

8. Third-Party Integrations

If and when integrations with third-party platforms, such as accounting software or financial data providers, are made available, and you choose to connect your account to such platforms, you authorize Valuenest to access, store, and process data from those platforms solely to provide the Services to you. We do not share or disclose your identifiable third-party financial data to other customers or external parties. The availability of specific integrations is subject to change.

9. Infrastructure and Subprocessors

The Services are hosted on cloud infrastructure and rely on third-party subprocessors including, but not limited to, database and storage providers, email delivery providers, and software infrastructure services. All subprocessors are required to maintain data security standards consistent with this Agreement.

A current list of subprocessors is maintained at privacy@valuenest.ai and is available upon request. We will notify you of material changes to our subprocessors by updating the published list and, for changes that materially affect data handling, by email.

10. Pilot Program Terms

Participation in any Valuenest pilot program is subject to the following additional terms:

• No cost: Pilot program access is provided at no charge. There is no obligation to purchase any product or service upon pilot completion.
• Scope: Pilot access may be limited to specific features, deal volumes, or time periods as communicated at enrollment.
• Data at pilot conclusion: If the pilot program concludes without conversion to a paid account, Valuenest will notify you at least 14 days before deactivating your account. You may export or request deletion of your data during that period. If no action is taken, data will be deleted within 60 days of account deactivation.
• Feedback: You may be asked to provide feedback on the platform. Any feedback you provide may be used to improve the Services, and Valuenest may attribute anonymous quotes from that feedback in marketing materials unless you request otherwise.
• Discontinuation: Valuenest may modify or discontinue the pilot program at any time. Features available during the pilot may not be available in the commercial product.

11. Beta Features

Some features may be released as beta, experimental, or preview. These may change, break, or be discontinued at any time and are provided without warranties or guarantees of performance or data accuracy. You should not rely on beta features for final deal decisions without independent professional review.

12. Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranties of any kind, whether express or implied. We do not guarantee the accuracy, completeness, reliability, or suitability of any score, report, flag, or analytics output. No warranty is made that scores will accurately predict deal outcomes, buyer interest, lender approval, or transaction performance. Score outputs are tools for advisor judgment, not replacements for it.

13. Limitation of Liability

To the fullest extent permitted by law, Valuenest, LLC shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages;
• Loss of profits, revenue, goodwill, or data;
• Business interruption; or
• Any reliance on platform scores, reports, flags, or outputs in connection with any transaction or business decision.

Our total liability for any claim is limited to the greater of (a) the amount you paid for the Services in the six (6) months preceding the claim, or (b) one hundred dollars ($100), if any.

14. Indemnification

You agree to indemnify and hold harmless Valuenest, its officers, employees, contractors, and affiliates from any claims, losses, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) violation of these Terms; (c) your submission of third-party data without appropriate authority, authorization, or consent; or (d) any claim by a business owner, seller, or other data subject that their data was submitted to the platform without their knowledge or authorization.

15. Data Security and Breach Notification

We maintain reasonable technical, administrative, and organizational safeguards to protect User Data, including encryption in transit and at rest, access controls, and periodic security review. No method of storage or transmission is completely secure.

In the event of a confirmed data breach that affects your data, we will notify you within 72 hours of discovery by email to the address associated with your account, or sooner if required by applicable law. Notification will include, to the extent known: the nature of the breach, the data affected, and the steps Valuenest is taking in response. We will also provide required notifications to regulatory authorities as required by applicable law.

16. Termination

We may suspend or terminate your access to the Services for violations of these Terms, security concerns, or operational needs. For terminations not resulting from a breach of these Terms, we will provide at least 30 days' written notice.

You may stop using the Services at any time. Upon termination or account closure, you may request export or deletion of your User Data, subject to applicable legal retention obligations. See Section 6 for applicable retention periods.

17. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Connecticut, without regard to its conflict of law provisions.

Any disputes arising under these Terms will be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules, conducted remotely unless otherwise agreed by the parties. Arbitration shall be on an individual basis; class actions and class arbitrations are not permitted.

18. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by email at least 14 days before the changes take effect. Continued use of the Services after changes take effect means you accept the updated Terms. If you do not agree to the updated Terms, you may terminate your account before the effective date of the changes.

19. Contact

For questions about these Terms, email info@valuenest.ai. For privacy-related inquiries, email privacy@valuenest.ai.

Valuenest, LLC  |  valuenest.ai