Terms Of Services

General Terms

1. You (“you” or the “Client”) understand that ValuAnalytics, LLC (“us”, “we”, or the “Provider”) is not providing you with appraisal services nor will provide, suggest, imply, or otherwise opine on a conclusion or opinion of value. You agree that the requested services do not constitute a business valuation or business appraisal. The requested services do not constitute investment advice. The requested services solely relate to the provision of financial and valuation analytics (the “Services”).

2. You understand that the Provider assumes no responsibility and makes no representations with respect to the accuracy or completeness of any information provided by you. Our Services and deliverables will be based solely upon the information provided by you.

3. We shall have no responsibility or obligation to update any deliverables for errors, misstatements, or omissions included in the information request form provided by you. Should the Provider choose in certain circumstances to update the deliverables, suchupdate will not invalidate the terms of this clause.

4. You may request a change to the Services at any time. We will work with you to consider any additional fees and reasonable additional time to provide any additional services.

5. Either party may terminate this agreement in the event that the other party has breached any material provision of this agreement and such breach has not been cured within ten 10 days after receipt of written notice from the then non-breaching party.

Preservation of Confidential Information

6. Neither the Client or the Provider (collectively, referred to as the “Parties”) will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party for the purposes of providing or receiving the Services. Both Parties agree that any confidential information received from the other party shall only be used for the purposes of providing or receiving the Services under this or any other contract between the Parties.

7. These restrictions will not apply to any information which: (a) is or becomes generally available to the public other than as a result of a breach of an obligation by the receiving party; (b) is acquired from a third party who owes no obligation of confidence with respect to the information; or (c) is or has been independently developed by the by the recipient.

8. Notwithstanding the foregoing, either party will be entitled to disclose confidential information of the other (i) to our respective insurers or legal advisors, or (ii) to a third party to the extent that this is required, by any court of competent jurisdiction, or by a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose, provided that (and without breaching any legal or regulatory requirement) where reasonably practicable not less than two (2) business days notice in writing is first given to the other party.

9. Except in the event of our willful misconduct or fraud, in no event shall we be liable to you (or any person claiming through you) under this agreement, under any legal theory, for any amount in excess of the total fees paid by you to us under this agreement or any addendum to which the claim relates. In no event shall we be liable to you under this agreement under any legal theory for any consequential, indirect, lost profit or similar damages relating to or arising from our Services provided under this agreement.

10. You accept and acknowledge that any legal proceedings arising from or in connection with this Contract (or any variation or addition thereto) must be commenced within one (1) year from the date when you become aware of or ought reasonably to have become aware of the facts, which give rise to our alleged liability. You also agree that no action or claims will be brought against any ValuAnalytics professionals personally.

11. You agree to indemnify and hold harmless the Provider and its respective professionals from and against any and all third party claims, liabilities, losses, costs, demands and reasonable expenses, including but not limited to reasonable legal fees and expenses, internal management time and administrative costs, relating to the Services we render under this agreement or otherwise arising under this agreement. The foregoing indemnification obligations shall not apply in the event that a court of competent jurisdiction finally determines that such claims resulted directly from the gross negligence, willful misconduct or fraudulent acts of ValuAnalytics, LLC.

12. You accept and acknowledge that, with the exception of the terms stipulated in our Data Analytics Quality Guarantee and Appraiser Support Promise, we have not made any warranties or guarantees, whether express or implied, with respect to the Services or the results that you may obtain as a result of the provision of the Services. You are solely responsible for the use and/or application of the deliverables resulting from the Services.

13. Except for your payment obligations, neither Party will be liable to the other for any delay or failure to fulfill obligations caused by circumstances outside our reasonable control.

14. This agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof and supersedes any prior agreements (whether written or oral) between the parties regarding the subject matter hereof. This agreement may be executed in any number of counterparts each of which shall be an original, but all of which together shall constitute one and the same instrument.

15. This agreement shall be governed by and interpreted in accordance with the internal laws of the State of California and the courts of the State of California shall have exclusive jurisdiction in relation to any claim arising out of this agreement.