Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Value8 platform, applications, APIs, and related services (collectively, the “Service”) provided by Value8, Inc. (“Value8”, “we”, “our”, or “us”). By creating an account or otherwise accessing the Service, you (“Customer” or “you”) agree to be bound by these Terms.

1. Acceptance and Authority

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 that entity to these Terms, in which case “Customer” refers to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not use the Service.

2. Eligibility

You must be at least 18 years old, capable of forming a binding contract, and not barred from receiving services under the laws of any applicable jurisdiction. The Service is not directed to children under 18, and we do not knowingly collect personal information from children.

3. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized use. We may require multi-factor authentication for certain administrator functions and reserve the right to suspend access in response to suspicious activity.

4. Description of Service

Value8 provides equity, cap-table, and ownership-management software, including issuance workflows, vesting tracking, valuations, scenario modeling, data rooms, and related compliance and reporting tools. The Service is provided on a software-as-a- service basis and may be updated, modified, or expanded from time to time. Specific features, usage limits, and support levels may be described in your Order Form or subscription plan.

5. Customer Data

As between you and Value8, you retain all rights, title, and interest in and to all data, content, and information you upload to or generate through the Service (“Customer Data”). You grant Value8 a limited license to host, copy, transmit, and display Customer Data solely as necessary to provide the Service and as otherwise permitted by these Terms and our Privacy Policy.

6. Acceptable Use

You agree not to: (a) reverse-engineer, decompile, or attempt to derive source code from the Service, except to the extent applicable law expressly permits; (b) use the Service to violate any law or third-party right, including intellectual property and privacy rights; (c) upload malicious code or attempt to disrupt the Service; (d) probe, scan, or test the vulnerability of any system without prior written authorization; or (e) resell, sublicense, or share Service access with parties outside your organization without our written consent.

7. Fees and Billing

Fees, billing terms, and renewal cadence are set forth in your Order Form or in the subscription plan you select at sign-up. Fees are non-refundable except as expressly stated. We may change pricing on renewal with reasonable advance notice. Late payments may accrue interest and may result in suspension of the Service.

8. Term and Termination

These Terms remain in effect while you have an active account or paid subscription. Either party may terminate for material breach if not cured within 30 days of written notice. We may suspend or terminate the Service immediately for non-payment, security threats, or violations of Section 6. On termination, you may export Customer Data for 30 days, after which we may delete it in the ordinary course of operations.

9. Confidentiality

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and not less than a reasonable standard of care. Confidential Information includes Customer Data, our non-public technology and pricing, and any information marked or reasonably understood to be confidential.

10. Intellectual Property

Value8 and its licensors retain all rights, title, and interest in and to the Service, including all related software, designs, trademarks, and documentation. We grant you a non-exclusive, non-transferable right to access and use the Service during the subscription term solely for your internal business purposes.

11. Disclaimers

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, Value8 disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Value8 does not warrant that the Service will be uninterrupted, error-free, or that any specific result will be achieved.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data. Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by you to Value8 in the 12 months preceding the event giving rise to the claim. These limits do not apply to liability that cannot be limited under applicable law.

13. Indemnification

You agree to defend and indemnify Value8 against third-party claims arising out of your breach of these Terms, your Customer Data, or your use of the Service in violation of law. Value8 will defend you against third-party claims that the Service, when used as permitted under these Terms, infringes a U.S. patent, copyright, or trademark, subject to customary conditions and exceptions.

14. Compliance

You are responsible for your own legal, tax, accounting, and regulatory compliance, including any filings, disclosures, and approvals required by your jurisdiction. Value8's outputs (including valuations, reports, and scenario models) are informational and do not constitute legal, tax, accounting, or investment advice.

15. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any dispute not resolved through good-faith negotiation.

16. Modifications

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service at least 30 days before they take effect. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

17. Contact

For legal notices, contract questions, or other inquiries about these Terms, contact us at legal@value8.ai. For security disclosures, contact security@value8.ai.