Terms of Service

1. Acceptance of Terms

By accessing or using SellSideHQ ("the Service"), operated by SellSideHQ LLC ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service. We may update these Terms from time to time. Continued use of the Service after changes are posted constitutes acceptance of the revised Terms.

SellSideHQ LLC is a Virginia limited liability company. All obligations under these Terms are obligations solely of SellSideHQ LLC, and no member, manager, officer, or employee of SellSideHQ LLC shall have any personal liability for such obligations.

2. Description of Service

SellSideHQ provides AI-powered tools for mergers and acquisitions ("M&A") professionals, including letter of intent ("LOI") analysis, LOI comparison, business valuation estimation, and Confidential Information Memorandum ("CIM") construction. The Service processes documents you upload, generates analytical reports, recommendations, CIM presentations, and provides valuation estimates based on market comparable data.

The Service is intended solely as a decision-support and document analysis tool and does not replace professional diligence, legal review, or financial analysis conducted by qualified professionals.

3. Account Registration

Certain features of the Service require you to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized use of your account.

You are responsible for all activity conducted through your account, whether authorized by you or not, unless such activity results solely from our gross negligence or willful misconduct.

4. Subscriptions and Payment

Access to paid features of the Service requires a subscription. Subscription fees are billed in advance on a monthly basis via Stripe. All fees are non-refundable except as expressly stated in these Terms or as required by applicable law.

We may offer a free trial period. At the end of the trial, your subscription will automatically convert to a paid plan unless you cancel before the trial expires. You may cancel your subscription at any time through your account dashboard or by contacting us. Cancellation takes effect at the end of the current billing period.

We reserve the right to change our pricing with 30 days' advance notice. Price changes will take effect at the start of your next billing cycle following the notice period.

5. Permitted Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service for any purpose that violates applicable law or regulation
• Upload documents containing malware, viruses, or other harmful code
• Attempt to gain unauthorized access to the Service, other user accounts, or our systems
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Resell, sublicense, or redistribute the Service or its outputs without our written consent
• Use automated tools (bots, scrapers, etc.) to access the Service except through our published API
• Circumvent usage limits, rate limits, or subscription tier restrictions
• Upload or process information in violation of securities laws, confidentiality obligations, or insider trading restrictions
• Use the Service to obtain, analyze, or distribute confidential information that you are not legally authorized to possess

6. Your Content and Documents

You retain all ownership rights in the documents and data you upload to the Service ("Your Content"). By uploading Your Content, you grant us a limited, non-exclusive license to process, analyze, and store Your Content solely for the purpose of providing the Service to you.

You represent and warrant that you have the legal right to upload and process Your Content through the Service, and that doing so does not violate any third party's rights, including confidentiality obligations, intellectual property rights, or contractual restrictions.

We do not claim any ownership interest in Your Content. We will not use Your Content for any purpose other than providing the Service, except in aggregated, de-identified form for service improvement as described in our Privacy Policy.

You acknowledge that SellSideHQ LLC does not independently verify the accuracy, legality, or completeness of Your Content.

7. Confidentiality

We understand that the documents you upload to the Service may contain confidential business information, including letters of intent, financial data, transaction details, and Confidential Information Memoranda (CIMs) and their source materials ("Confidential Information").

We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Your Content against unauthorized access, disclosure, alteration, or destruction.

We agree to:

• Treat Your Content and Confidential Information with at least the same degree of care as we treat our own confidential information, and no less than reasonable care
• Not disclose Your Content or Confidential Information to any third party except as required to provide the Service (e.g., AI processing through our API providers) or as required by law
• Limit internal access to Your Content to personnel who need access to provide the Service
• Not use Your Content for any purpose other than providing the Service to you

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of ours; (b) was lawfully known to us before your disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by us without use of Your Content.

8. AI Processing and Third-Party Services

The Service uses artificial intelligence models provided by third parties (including Anthropic's Claude API) to analyze your documents. When you use the Service, the text content of your uploaded documents is transmitted to these AI providers for processing. We select AI providers that offer commercial data protection terms, and your data is not used by these providers to train their AI models.

Payment processing is handled by Stripe, Inc. Authentication is provided by Clerk. Each third-party service is subject to its own terms of service and privacy policy.

AI-generated outputs are probabilistic in nature and may contain inaccuracies, omissions, or analytical errors. You acknowledge that AI outputs should not be relied upon as the sole basis for business, legal, financial, or investment decisions.

8a. CIM Document Handling

The CIM Builder feature processes company data, financial documents, and other materials you provide to generate presentation-format Confidential Information Memoranda. The following additional terms apply to CIM-related content:

• CIM outputs are generated for your exclusive use. We do not share, repurpose, or retain generated CIM content for purposes other than providing the Service to you.
• Uploaded financial data, company information, and supporting documents used for CIM construction are processed under the same confidentiality terms set forth in Section 7 above.
• All uploaded documents and generated CIM files are stored with user-scoped access controls, encrypted at rest, and are never accessible to other users of the Service.
• Generated CIM presentations may be shared by you with prospective buyers, investors, or other parties as part of your normal M&A transaction process. We claim no ownership interest in CIM outputs.
• You may request deletion of all CIM project data, including uploaded source materials and generated presentations, at any time by contacting us at legal@sellsidehq.ai.

9. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. To the fullest extent permitted by Virginia law, all implied warranties are disclaimed.

Without limiting the foregoing, we do not warrant that:

• The Service will be uninterrupted, error-free, or secure
• The AI-generated analysis, recommendations, or valuations will be accurate, complete, or suitable for any particular purpose
• The Service will meet your specific requirements or expectations
• Any errors or defects in the Service will be corrected

10. Not Professional Advice

The Service is an analytical tool and does not constitute legal, financial, tax, accounting, or investment advice. The outputs of the Service, including LOI analysis recommendations, risk assessments, comparison rankings, and valuation estimates, are AI-generated and should not be relied upon as a substitute for professional judgment.

Valuation estimates are based on comparable transaction data and algorithmic adjustments. They are indicative only and may not reflect the actual fair market value of any business. You should consult qualified legal, financial, and tax advisors before making any business decisions based on the outputs of the Service.

You remain solely responsible for evaluating the accuracy and suitability of any output before relying upon it in connection with any transaction or investment decision.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall SellSideHQ LLC, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or in connection with your use of the Service, whether based on warranty, contract, tort, negligence, strict liability, or any other legal theory.

Our total aggregate liability for any claims arising out of or relating to these Terms or the Service shall not exceed the greater of (a) the amount you paid us in the twelve (12) months preceding the claim, or (b) one hundred dollars ($100).

Some jurisdictions do not allow certain limitations of liability; in such cases liability shall be limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless SellSideHQ LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third party's rights; or (d) Your Content uploaded to the Service, including claims arising from the disclosure or misuse of confidential transaction information.

13. Data Retention and Deletion

We retain Your Content and generated outputs for as long as your account is active, to allow you to access your analysis history and download deliverables. You may request deletion of your data at any time by contacting us at legal@sellsidehq.ai.

Upon account termination or deletion request, we will delete Your Content and associated data within 30 days, except where retention is required by law or for legitimate business purposes (such as fraud prevention or resolving disputes).

14. Termination

You may terminate your account at any time by canceling your subscription and contacting us to request account deletion. We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. Upon termination, your right to use the Service ceases immediately. Sections 6 (Your Content), 7 (Confidentiality), 9 (Disclaimer), 10 (Not Professional Advice), 11 (Limitation of Liability), 12 (Indemnification), and 16 (Governing Law) survive termination.

15. Intellectual Property

The Service, including its design, features, code, algorithms, scoring methodologies, and documentation, is owned by SellSideHQ LLC and is protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service in accordance with these Terms.

The AI-generated outputs (redlined documents, summary reports, comparison workbooks, and valuation reports) are provided to you for your use. You may share these outputs with your clients and colleagues as part of your normal business activities.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Virginia, and you consent to the personal jurisdiction of such courts. Each Party waives any right to participate in a class action lawsuit against the other Party.

17. Force Majeure

SellSideHQ LLC shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including internet outages, cloud service failures, AI provider outages, natural disasters, acts of government, or other force majeure events.

18. Miscellaneous

These Terms constitute the entire agreement between you and SellSideHQ LLC regarding the Service and supersede all prior agreements and understandings. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

19. Contact Information

If you have questions about these Terms, please contact us at:

SellSideHQ LLC
Email: support@sellsidehq.ai