TERMS OF SERVICE

ValueBee Technologies LLC

Effective Date: January 1, 2025

IMPORTANT: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICE. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or entity, "you" or "Customer") and ValueBee Technologies LLC ("ValueBee," "we," "us," or "our") governing your access to and use of our website at valuebee.ai (the "Site") and our AI-powered 409A valuation automation software platform (the "Service").

By creating an account, accessing the Service, or using any features of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. DESCRIPTION OF SERVICE

ValueBee provides a cloud-based software-as-a-service platform that automates aspects of 409A valuation processes using artificial intelligence and machine learning technologies. The Service is designed for use by professional appraisal firms and valuation specialists.

The Service includes:

AI-powered valuation analysis tools
Integration with financial market data sources
Valuation report generation
Data management and storage capabilities
Related features and functionalities as updated from time to time

2.1 Professional Use Only

THE SERVICE IS INTENDED FOR USE BY QUALIFIED VALUATION PROFESSIONALS ONLY. The Service is designed to assist, not replace, professional judgment and expertise. All valuations and reports generated through the Service must be reviewed, verified, and approved by qualified valuation professionals before use.

2.2 No Professional Advice

THE SERVICE DOES NOT PROVIDE FINANCIAL, LEGAL, TAX, OR ACCOUNTING ADVICE. We are a software provider, not a valuation firm, accounting firm, or professional services provider. You are solely responsible for all professional judgments, opinions, and conclusions reflected in any work product created using the Service.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation

To use the Service, you must create an account by providing accurate, complete, and current information. You agree to:

Provide truthful and accurate registration information
Maintain and promptly update your account information
Keep your password secure and confidential
Notify us immediately of any unauthorized access to your account
Be responsible for all activities that occur under your account

3.2 Account Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use the Service. By creating an account, you represent and warrant that you meet these requirements.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. ValueBee is not liable for any loss or damage arising from unauthorized use of your account due to your failure to maintain confidentiality.

4. SUBSCRIPTION AND PAYMENT TERMS

4.1 Subscription Plans

The Service is offered on a subscription basis with various pricing tiers. Details of available plans, features, and pricing are available on our website and subject to change upon notice.

4.2 Payment

By subscribing to the Service, you agree to pay all applicable fees as described in your selected plan. Payment terms include:

Fees are payable in advance on a monthly or annual basis as selected
All fees are non-refundable except as expressly provided in these Terms
Fees are exclusive of all taxes, which you are responsible for paying
You authorize us to charge your designated payment method on a recurring basis

4.3 Price Changes

We reserve the right to change our pricing at any time. For existing subscriptions, price changes will take effect at the start of your next renewal period. We will provide at least 30 days' notice of any price increase.

4.4 Late Payment

If payment is not received by the due date, we may suspend or terminate your access to the Service. You will be responsible for all costs of collection, including reasonable attorneys' fees.

4.5 Taxes

You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you hereunder.

5. LICENSE AND RESTRICTIONS

5.1 Limited License

Subject to your compliance with these Terms, ValueBee grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes in accordance with these Terms and your subscription plan.

5.2 Restrictions

You agree NOT to:

Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Service
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service
Use the Service to build a competitive product or service
Remove, alter, or obscure any proprietary notices on the Service
Use the Service in any manner that could damage, disable, overburden, or impair our servers or networks
Attempt to gain unauthorized access to any portion of the Service or any other systems or networks
Use any automated system, including robots, spiders, or scrapers, to access the Service
Interfere with or disrupt the integrity or performance of the Service
Use the Service for any illegal or unauthorized purpose
Violate any applicable laws or regulations while using the Service
Share your account credentials with any third party
Resell, sublicense, or otherwise make the Service available to third parties
Use the Service to process data on behalf of any third party without our prior written consent
Extract, scrape, download, or redistribute Third-Party Data (including market data from S&P Capital IQ and other providers) outside of the Service interface
Use Third-Party Data for any purpose other than as permitted within the Service
Violate any third-party data provider terms or usage restrictions

6. INTELLECTUAL PROPERTY RIGHTS

6.1 ValueBee's Intellectual Property

The Service, including all software, algorithms, models, technologies, content, trademarks, service marks, trade names, logos, and all related intellectual property rights, is owned by ValueBee or our licensors. All rights not expressly granted to you in these Terms are reserved by ValueBee.

6.2 Customer Data

You retain all rights to the data, information, and content you upload to or create using the Service ("Customer Data"). By using the Service, you grant ValueBee a limited, non-exclusive, worldwide license to use, process, store, and display Customer Data solely to provide the Service to you and to improve our algorithms and models on an anonymized, aggregated basis.

6.3 Feedback

If you provide us with any feedback, suggestions, or ideas about the Service ("Feedback"), you grant ValueBee a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our products and services without any obligation to you.

7. DATA PRIVACY AND SECURITY

7.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our Privacy Policy.

7.2 Data Security

We implement industry-standard security measures to protect Customer Data. However, no security system is impenetrable, and we cannot guarantee the absolute security of your data. You acknowledge and accept the inherent security risks of Internet-based services.

7.3 Data Backup

While we maintain regular backups, you are solely responsible for maintaining your own backup copies of Customer Data. We are not responsible for any loss or corruption of Customer Data.

7.4 Data Breach Notification

In the event of a data breach affecting Customer Data, we will notify you in accordance with applicable law and our Privacy Policy.

8. THIRD-PARTY SERVICES AND DATA

8.1 Third-Party Data

The Service incorporates and redistributes financial market data from third-party providers, including S&P Capital IQ and other data services ("Third-Party Data"). You acknowledge and agree that:

Third-Party Data is provided by third-party licensors, not by ValueBee
We act solely as a redistributor of Third-Party Data
Third-Party Data is subject to the terms and conditions of the respective data providers
You may not extract, download, or redistribute Third-Party Data outside of the Service
You may not use Third-Party Data for any purpose other than using the Service
We do not warrant the accuracy, completeness, timeliness, or reliability of Third-Party Data
Third-party data providers are third-party beneficiaries of these Terms with respect to their data
Your use of Third-Party Data must comply with all applicable third-party terms and restrictions

8.2 Third-Party Services

The Service may integrate with or link to third-party services. We are not responsible for and do not endorse any third-party services. Your use of third-party services is governed by their respective terms and conditions.

9. DISCLAIMERS AND WARRANTIES

9.1 "AS IS" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2 No Warranty of Accuracy

WE DO NOT WARRANT THAT:

The Service will meet your specific requirements or expectations
The Service will be uninterrupted, timely, secure, or error-free
The results obtained from the use of the Service will be accurate or reliable
Any errors in the Service will be corrected
The Service is free from viruses or other harmful components

9.3 Professional Responsibility

YOU ACKNOWLEDGE AND AGREE THAT:

The Service is a tool to assist professional valuation work, not a replacement for professional judgment
You are solely responsible for reviewing, verifying, and validating all outputs from the Service
You must exercise independent professional judgment in all valuation work
We are not responsible for any professional opinions, conclusions, or decisions you make using the Service

9.4 Market Data

WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY MARKET DATA OR INFORMATION PROVIDED THROUGH THE SERVICE. ALL THIRD-PARTY DATA, INCLUDING FINANCIAL MARKET DATA FROM S&P CAPITAL IQ AND OTHER PROVIDERS, IS PROVIDED "AS IS" AND IS THE PROPERTY OF THE RESPECTIVE THIRD-PARTY LICENSORS. WE ACT SOLELY AS A REDISTRIBUTOR OF SUCH DATA AND DISCLAIM ALL WARRANTIES REGARDING THIRD-PARTY DATA. ANY WARRANTIES, IF ANY, ARE PROVIDED SOLELY BY THE THIRD-PARTY DATA PROVIDERS IN ACCORDANCE WITH THEIR OWN TERMS AND CONDITIONS.

10. LIMITATION OF LIABILITY

10.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALUEBEE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

Your access to or use of or inability to access or use the Service
Any conduct or content of any third party on the Service
Any content obtained from the Service
Unauthorized access, use, or alteration of your transmissions or content
Any errors, mistakes, or inaccuracies in the Service or outputs
Personal injury or property damage resulting from your use of the Service
Any bugs, viruses, or other harmful code transmitted through the Service
Any other matter relating to the Service

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALUEBEE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT YOU PAID TO VALUEBEE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

10.3 Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations above may not apply to you. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless ValueBee, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

Your violation of these Terms
Your use or misuse of the Service
Your violation of any third-party rights, including intellectual property rights or privacy rights
Your Customer Data
Any professional work, opinions, or valuations you produce using the Service
Any claims by third parties relating to your use of the Service

12. TERM AND TERMINATION

12.1 Term

These Terms commence on the date you first access the Service and continue until terminated in accordance with these Terms.

12.2 Termination by You

You may terminate your account at any time by contacting us at support@valuebee.ai. Termination will be effective at the end of your current billing period. You will not receive a refund for any prepaid fees.

12.3 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason, including if:

You breach these Terms
You fail to pay any fees when due
Your use of the Service poses a security risk
You engage in fraudulent or illegal activities
We are required to do so by law
We decide to discontinue the Service (with 30 days' notice)

12.4 Effect of Termination

Upon termination:

Your right to access and use the Service will immediately cease
You must immediately cease all use of the Service
We may delete your Customer Data in accordance with our data retention policies
You remain liable for all fees and charges incurred prior to termination
Sections that by their nature should survive termination will continue to apply, including Sections 6 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 14 (General Provisions)

12.5 Data Export

You may export your Customer Data at any time through the Service interface. Following termination, you will have 30 days to export your data, after which we may delete it.

13. DISPUTE RESOLUTION

13.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at legal@valuebee.ai to attempt to resolve the dispute informally. We will attempt to resolve the dispute in good faith.

13.2 Binding Arbitration

If we cannot resolve a dispute informally within 60 days, any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Santa Clara County, California, or another mutually agreed location.

13.3 Arbitration Terms

The arbitration shall be conducted by a single arbitrator
The arbitrator's decision shall be final and binding
Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise
The arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim

13.4 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW:

Neither you nor we will participate in a class action, class arbitration, or other representative action
Neither you nor we will seek to consolidate disputes with disputes of any other person or entity
You waive your right to participate in a class action lawsuit or class-wide arbitration

13.5 Exceptions

Notwithstanding the foregoing, either party may bring a claim in small claims court if the claim qualifies. Additionally, either party may seek equitable relief in court for infringement or other misuse of intellectual property rights.

13.6 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and ValueBee regarding the Service and supersede all prior agreements and understandings, whether written or oral.

14.2 Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after the changes take effect constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of ValueBee.

14.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

14.5 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

14.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly provided herein. Third-party data providers (including S&P Capital IQ and other market data providers) are express third-party beneficiaries of these Terms with respect to provisions relating to their data and may enforce such provisions directly against you.

14.7 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, war, terrorism, labor disputes, governmental actions, Internet or telecommunications failures, or natural disasters.

14.8 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs administered by the Office of Foreign Assets Control.

14.9 U.S. Government Rights

If you are a U.S. government entity, the Service is a "commercial item" as defined in 48 C.F.R. § 2.101, and is provided with only those rights as are granted to all other customers pursuant to these Terms.

14.10 Notices

All notices to you will be sent to the email address associated with your account. Notices to us should be sent to legal@valuebee.ai. Notices are deemed given when received.

14.11 Relationship of Parties

You and ValueBee are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship between you and ValueBee.

14.12 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

15. BETA FEATURES AND UPDATES

15.1 Beta Features

From time to time, we may offer beta, pilot, or experimental features ("Beta Features"). Beta Features are provided "AS IS" and may contain bugs or errors. We make no warranties regarding Beta Features and may discontinue them at any time without notice.

15.2 Service Updates

We reserve the right to modify, update, or discontinue the Service or any features thereof at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

16. COMPLIANCE AND REGULATORY MATTERS

16.1 Compliance with Laws

You agree to use the Service in compliance with all applicable federal, state, and local laws, rules, and regulations, including but not limited to securities laws, tax laws, and professional standards applicable to valuation services.

16.2 Professional Standards

If you are subject to professional standards or regulations (such as those of the American Society of Appraisers or other professional organizations), you are solely responsible for ensuring your use of the Service complies with such standards.

16.3 Audit Rights

We may audit your use of the Service to ensure compliance with these Terms. You agree to cooperate with such audits and provide reasonable information upon request.

17. CONTACT INFORMATION

For questions about these Terms or the Service, please contact us:

ValueBee Technologies LLC
Email: legal@valuebee.ai
Support: support@valuebee.ai
Website: https://valuebee.ai

Last Updated: January 1, 2025

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.