Terms of Use

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Effective Date: August 14, 2025
Last Updated: August 14, 2025

Welcome to ValuMate AI. These Terms of Use ("Terms") govern your access to and use of the website, services, applications, and tools (collectively, the "Services") provided by ValuMate AI, Inc. ("ValuMate," "we," "us," or "our").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING, BROWSING, OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 12. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

If you are using the Services on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind that Organization to these Terms.

1. DESCRIPTION OF SERVICES & IMPORTANT DISCLAIMERS

ValuMate provides a Software-as-a-Service (SaaS) platform that utilizes proprietary artificial intelligence, machine learning algorithms, and publicly available data to generate automated business valuations and related financial analysis ("Valuations").

Crucial Acknowledgment and Disclaimer: You expressly understand and agree that the Services and any Valuations generated are for informational, educational, and illustrative purposes ONLY.

• Not Financial, Legal, or Tax Advice: ValuMate is not a licensed brokerage, investment advisor, accounting firm, or law firm. The Valuations do not constitute financial, investment, legal, tax, or professional advice. They are not a substitute for professional judgment and advice from a qualified human expert (such as a CPA, CFA, or attorney).
• No Guarantees of Accuracy: The Valuations are generated through automated, algorithmic processes based on data that may be incomplete, inaccurate, or outdated. ValuMate makes no representation, warranty, or guarantee as to the accuracy, completeness, or reliability of any Valuation.
• No Endorsement or Recommendation: A Valuation does not constitute an offer, solicitation, or recommendation to buy or sell any business, security, or asset. All business and investment decisions should be made based on your own independent due diligence and consultation with professional advisors. Your reliance on any information provided by the Services is solely at your own risk.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

To use the Services, you must be at least 18 years of age and have the legal capacity to enter into a binding contract. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your password and for all activities that occur under your account.

3. LICENSE GRANT AND INTELLECTUAL PROPERTY

• Limited License: Subject to your compliance with these Terms, ValuMate grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Services for your internal business purposes.
• Ownership: You acknowledge that the Services, including the underlying software, algorithms, models, user interface, graphics, and all derivative works, are the sole and exclusive property of ValuMate AI, Inc. and its licensors, protected by copyright, trademark, and other intellectual property laws of the United States and foreign countries. Except for the limited license granted herein, you are not granted any other rights in or to the Services. All rights not expressly granted are reserved by ValuMate.
• Restrictions: You shall not (and shall not permit any third party to): (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (c) sell, resell, rent, lease, or sublicense the Services; or (d) use the Services to build a competitive product or service.

4. USER-SUBMITTED DATA

To generate a Valuation, you may be required to submit financial data, business information, and other content ("User Data").

• Your Ownership and Responsibility: You retain all ownership rights to your User Data. You are solely responsible for the accuracy, quality, and legality of your User Data.
• License to ValuMate: You grant ValuMate a worldwide, non-exclusive, royalty-free, perpetual license to use, host, store, reproduce, modify, and create derivative works (such as those resulting from translations, adaptations, or other changes we make so that your content works better with our Services) from your User Data for the limited purposes of operating, providing, and improving the Services. This license also extends to our use of anonymized and aggregated User Data for the purpose of training our AI models and for statistical analysis, provided that such use does not identify you or your Organization.

5. FEES AND PAYMENT

Certain aspects of the Services may be provided for a fee. You agree to pay all applicable fees as described on the website in connection with such Services selected by you. All fees are non-refundable, except as required by law or as explicitly stated in our payment policies. You authorize us to charge your chosen payment provider for the Services.

6. ACCEPTABLE USE POLICY

You agree not to use the Services to:

• Upload or transmit any User Data that is unlawful, harmful, defamatory, or infringing on the rights of others.
• Violate any applicable local, state, national, or international law, including SEC regulations.
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein.

7. TERM AND TERMINATION

These Terms will remain in full force and effect while you use the Services. We may suspend or terminate your access to the Services at any time, for any reason, including for any breach of these Terms, in our sole discretion. Upon termination, your right to use the Services will immediately cease.

8. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, VALUMATE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VALUMATE MAKES NO WARRANTY THAT THE SERVICES OR VALUATIONS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALUMATE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY VALUATION.

UNDER NO CIRCUMSTANCES WILL VALUMATE'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE AMOUNTS PAID BY YOU TO VALUMATE FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless ValuMate and its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your User Data caused damage to a third party.

11. GOVERNING LAW

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

12. DISPUTE RESOLUTION: ARBITRATION AGREEMENT & CLASS ACTION WAIVER

• Mandatory Arbitration: You and ValuMate agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding.
• Arbitration Rules: The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules.
• Class Action Waiver: YOU AND VALUMATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
• Location: The arbitration will be conducted in Wilmington, Delaware, unless both parties agree otherwise.

13. GENERAL PROVISIONS

• Entire Agreement: These Terms constitute the entire and exclusive understanding and agreement between ValuMate and you regarding the Services.
• Modifications: We may revise these Terms from time to time. If we make a change that we believe materially affects your rights, we will notify you by email or by posting a notice on our website.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
• Contact Information: If you have any questions about these Terms, please contact us at [legal@valumate.ai].