Terms of Service

DealGauge — Terms of Service

Last Updated: May 19, 2026

Version: 3.0

Provider: Edenbrook Technologies, Inc., a Delaware corporation doing business as "DealGauge" ("Edenbrook," "DealGauge," "Company," "we," "us," or "our").

Product: DealGauge, an AI-assisted business-valuation production platform operated at https://dealgauge.ai, including all related software, web pages, APIs, integrations, documentation, services, and generated outputs (collectively, the "Service").

1. About These Terms

Welcome to DealGauge. These Terms of Service (these "Terms") govern your access to and use of DealGauge. They are a binding legal agreement between you and Edenbrook Technologies, Inc..

DealGauge is used by three categories of users, each with different rights and obligations:

Firm Customers — professional services firms (including M&A advisory firms, business brokerages, CPA and valuation practices, private equity and search funds, and SBA and commercial lenders) that purchase a DealGauge subscription and use the Service to produce valuation work products for their own clients.

Analyst Users — individuals (employees, contractors, or principals of a Firm Customer) who access the Service through a seat assigned by the Firm Customer.

Business Owner Sub-Users — individuals whose business is the subject of a valuation engagement performed by a Firm Customer, and who interact with the Service either (a) through a portal link sent to them by the Firm Customer or (b) as a sponsored sub-user account provisioned by the Firm Customer.

These Terms are organized as follows:

Part A — Common Provisions (Sections 2–13): applies to everyone.

Part B — Firm Customer Terms (Sections 14–20): applies to Firm Customers.

Part C — Analyst User Terms (Sections 21–22): applies to Analyst Users.

Part D — Business Owner Sub-User Terms (Sections 23–25): applies to Business Owner Sub-Users.

Part E — AI Outputs and Professional Standards (Sections 26–29): applies to all users.

Part F — Warranties, Liability, Disputes, and Closing Provisions (Sections 30–39): applies to everyone.

The Service is dynamic and may evolve. DealGauge may modify, suspend, or limit features to address legal, compliance, security, operational, or regulatory requirements. Material changes to these Terms are addressed in Section 13.

By creating an account, signing an Order Form, accessing the Service, clicking "I Agree," uploading data, opening a portal link sent to you by a Firm Customer, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Part A — Common Provisions

2. Definitions

"AI Output" — any output generated by the Service in whole or in part by automated systems, including extracted financial data, normalization suggestions, narrative content, valuation calculations, written reports, Excel financial models, slide presentations, audio narrations, and any other deliverables produced through the Service.

"Analyst User" — as defined in Section 1.

"Benchmark Data" — industry-multiples data, comparable-transaction data, and similar reference information surfaced by the Service in connection with valuation methodology execution.

"Business Owner Sub-User" — as defined in Section 1.

"Customer Data" — all data, documents, financial information, content, and other materials submitted to or generated through the Service by or on behalf of a Firm Customer, an Analyst User acting on its behalf, or a Business Owner Sub-User in connection with a Firm Customer's engagement.

"DealGauge," "Edenbrook," "Company," "we," "us," or "our" — Edenbrook Technologies, Inc., doing business as DealGauge.

"Engagement" — a single valuation project conducted by a Firm Customer through the Service, comprising one client company, the documents and inputs associated with that client, the workflow steps applied, and the AI Outputs produced.

"Firm Customer" — as defined in Section 1.

"Order Form" — the subscription order, online checkout, signed quote, or equivalent ordering document under which a Firm Customer subscribes to the Service, including the Plan, seat count, billing cadence, fees, and term.

"Plan" — the subscription tier selected by a Firm Customer (Starter, Professional, Growth, Enterprise, or such other plans as DealGauge may offer).

"Seat" — a single user license entitling one named Analyst User to access the Service.

"Service" — the DealGauge platform as defined above.

"USPAP" — the Uniform Standards of Professional Appraisal Practice published by The Appraisal Foundation.

"You" or "your" — the person or entity bound by these Terms in the applicable role.

3. Geographic Scope (United States Only)

The Service is offered exclusively to residents and entities of the United States. DealGauge does not market, advertise, or knowingly make the Service available outside the United States. By using the Service, you represent that you are a U.S. resident (or, for a Firm Customer, that you are a U.S.-organized entity acting from within the United States) and that you are accessing the Service from within the United States.

Even when you access the Service from within the United States, you remain responsible for complying with the laws of any jurisdiction that applies to you, including any jurisdiction in which you are temporarily located, traveling, or accessing the Service through a virtual private network or similar tool.

4. Eligibility and Roles

General: You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Service in any role.

Firm Customers: To subscribe as a Firm Customer, you must be a U.S.-organized professional services firm or other legal entity, and the person signing the Order Form or accepting these Terms on the entity's behalf must have authority to bind the entity.

Analyst Users: Analyst Users access the Service under a Seat assigned by their Firm Customer. By accessing the Service as an Analyst User, you represent that the Firm Customer has authorized you to do so, and you agree to use the Service in accordance with these Terms and any internal policies the Firm Customer has adopted.

Business Owner Sub-Users: Business Owner Sub-Users interact with the Service only in connection with a Firm Customer's engagement and only at the invitation of the Firm Customer. The role is intended solely for natural persons acting in their personal capacity (or as an authorized representative of the business being valued). Automated systems, bots, scripts, and synthetic identities may not register, verify, or participate as Business Owner Sub-Users.

5. Sanctions, Export Controls, and Restricted Persons

You may not use the Service if you are:

located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions or embargoes administered by the Office of Foreign Assets Control (OFAC); or

listed on any U.S. government list of restricted or prohibited parties, including the OFAC Specially Designated Nationals and Blocked Persons List, the Bureau of Industry and Security's Denied Persons List or Entity List, or any analogous denied-party list.

You further represent and agree that your use of the Service will comply with all applicable U.S. export-control laws, denied-party restrictions, anti-money-laundering laws, and trade-control laws.

DealGauge reserves the right to terminate access if it determines that your use would violate any of the foregoing.

6. Account Creation and Authentication

Firm Customer accounts are created through online signup or an Order Form at https://dealgauge.ai and authenticated using commercially reasonable password hashing and session token-based authentication. Optional multi-factor authentication and single sign-on may be made available at DealGauge's discretion.

Analyst User accounts are provisioned within a Firm Customer's account using the Firm Customer's Seat allocation. Each Analyst User must register with their own credentials; Seats may not be shared among multiple individuals.

Business Owner Sub-User access is provisioned through (a) a token-based portal link issued by a Firm Customer, which may require an SMS or email verification step, or (b) a sponsored sub-user account created at the request of a Firm Customer.

You are responsible for safeguarding your credentials and must promptly notify DealGauge of any suspected unauthorized access.

To support account integrity, fraud prevention, and lawful operation of the Service, DealGauge may use third-party identity-verification services, device fingerprinting, risk-scoring, behavioral signals, and account-integrity tools. The categories of information collected through these tools, and how that information is used, are described in the DealGauge Privacy Policy.

7. Acceptable Use

You agree not to:

Use the Service for any fraudulent, illegal, deceptive, or unauthorized purpose, including the production of valuation deliverables intended to mislead a transaction counterparty, lender, regulator, court, or tax authority.

Upload any data you do not have the right to upload, including financial documents, tax returns, or personal information of any person or entity from whom you have not obtained appropriate authorization.

Reverse-engineer, decompile, disassemble, or attempt to discover the source code, AI prompts, model weights, training data, or proprietary methodologies of the Service.

Submit any data or content that infringes any patent, trademark, copyright, right of publicity, or other proprietary right of any third party.

Submit any material containing software viruses, malware, or other harmful code.

Use any robot, spider, automated script, headless browser, or similar tool to access, scrape, manipulate, or extract data from the Service, except for authorized API access expressly permitted by DealGauge in writing.

Scrape, harvest, or systematically extract Benchmark Data, comparable-transaction data, valuation methodology content, AI Outputs of other customers, or any other data from the Service for purposes other than the Firm Customer's own internal use in producing valuation deliverables for its own clients.

Impersonate another person, register a synthetic or fabricated identity, or submit false identifying information.

Operate multiple sessions or use multiple devices in a coordinated way to circumvent Seat limits or other usage controls.

Use the Service to train, fine-tune, distill, or otherwise improve any artificial-intelligence model, machine-learning system, or competing valuation tool.

Resell, sublicense, white-label, or commercialize access to the Service except as expressly permitted under a separate written agreement with DealGauge.

Use the Service in any manner that violates applicable professional standards (including USPAP, the AICPA Statement on Standards for Valuation Services ("SSVS"), or NACVA, ASA, or ABV standards) where the Firm Customer or its Analyst Users hold themselves out as credentialed valuation professionals.

8. License Grant

Subject to your compliance with these Terms and, for Firm Customers, payment of the applicable fees, DealGauge grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service for its intended purpose in your applicable role during the applicable subscription term.

This license may be suspended, restricted, or revoked immediately where DealGauge reasonably determines such action is necessary to protect platform integrity, legal compliance, security, or fraud-prevention operations, or where a Firm Customer's subscription has lapsed, expired, or been terminated.

9. Intellectual Property

DealGauge IP: DealGauge and its licensors retain all rights, title, and interest in and to the Service, including the underlying software, AI prompts, model orchestration logic, extraction and normalization pipelines, narrative-generation logic, report templates, slide templates, the DealGauge name and logo, and all derivative works. Nothing in these Terms transfers any ownership in the foregoing to you.

Customer Data: As between you and DealGauge, the Firm Customer owns its Customer Data. DealGauge does not claim ownership of Customer Data.

AI Outputs: As between the parties, the Firm Customer owns the AI Outputs produced from its Customer Data through the Service, subject to:

DealGauge's retained rights in the underlying software, templates, methodologies, AI models, and Benchmark Data;

third-party licensing terms applicable to any Benchmark Data or third-party content referenced in the AI Outputs; and

the restrictions on use of AI Outputs in Sections 19 and 26–29.

The Firm Customer may use, modify, distribute, and incorporate AI Outputs into its own client deliverables, subject to its compliance with these Terms, applicable law, and applicable professional standards.

Aggregate and De-Identified Data: DealGauge owns all analytics data, platform usage data, model-performance signals, fraud-detection signals and logic, aggregate engagement metrics, and de-identified or aggregated platform insights derived from operation of the Service, and may use this data to operate, improve, secure, and evaluate the Service, subject to the Privacy Policy.

Feedback: If you provide feedback or suggestions regarding the Service, you grant DealGauge a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation to you.

10. Privacy and Data

Our collection, use, and protection of personal information are governed by the DealGauge Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy addresses, among other things, the categories of information we collect, retention practices, security practices, automated processing, third-party processing, personnel access controls, the use of Customer Data in relation to artificial-intelligence model training, and the procedures for consumer privacy-rights requests under applicable U.S. state privacy laws.

11. Confidentiality

Confidential Information: Each party may disclose to the other information that is confidential or proprietary, including Customer Data, DealGauge product roadmap and pricing information, security details, and any information identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information").

Treatment: Each party shall:

use the other party's Confidential Information solely to exercise its rights and perform its obligations under these Terms;

protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than commercially reasonable care; and

not disclose the other party's Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and who are bound by written confidentiality obligations no less protective than this Section.

Customer Data Use: DealGauge will use Customer Data only as necessary to provide and improve the Service, to investigate suspected violations of these Terms or applicable law, to respond to legal process, or with the Firm Customer's express consent. Additional commitments regarding personnel access, model training, retention, and deletion of Customer Data are addressed in the DealGauge Privacy Policy.

Carve-Outs: Confidential Information does not include information that:

is or becomes publicly available through no fault of the receiving party;

was already known to the receiving party without obligation of confidentiality;

is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or

is rightfully received from a third party without confidentiality obligations.

Compelled Disclosure: If a party is required by law or court order to disclose the other party's Confidential Information, it shall, where legally permitted, provide reasonable advance notice to the other party so the other party may seek a protective order or other appropriate remedy.

Duration: The confidentiality obligations in this Section continue for five (5) years after termination of these Terms, except that Customer Data and trade secrets are protected for as long as they remain confidential.

12. Communications and Consent

By using the Service, you consent to receive communications from DealGauge at the email address and, where you have provided one, the phone number associated with your access, including:

account and access notifications;

subscription, billing, and renewal notices;

service announcements, security notifications, and product updates;

AI Output completion notifications; and

notices required by law.

Email is delivered through [Email Provider]; SMS, where used, is delivered through [SMS Provider]. SMS message and data rates may apply. You may reply STOP to opt out of non-critical SMS messages; however, opting out of verification codes will prevent you from accessing your session, and opting out of subscription-related notifications may prevent you from receiving timely information about billing and renewal.

DealGauge is designed for use within professional firms' valuation workflows and does not provide automated telemarketing, robocalling, mass texting, autodialer, or bulk-messaging functionality, and may not be used as if it did.

13. Service Availability, Support, Modifications, and Third-Party Services

Availability: DealGauge will use commercially reasonable efforts to make the Service available, but we do not guarantee any specific level of uptime except as set forth in a separately executed Service Level Agreement. The Service may be temporarily unavailable due to maintenance, upgrades, or factors outside our control.

Modifications to the Service: DealGauge may add, modify, suspend, or discontinue features at any time. Where a change materially reduces functionality affecting a Firm Customer's active subscription, DealGauge will use reasonable efforts to provide advance notice.

Modifications to these Terms: DealGauge may modify these Terms from time to time. If we make material changes, we will provide notice by email, by an in-Service notification, or by posting the updated Terms with a revised "Last Updated" date. Your continued use of the Service after the effective date constitutes acceptance. If you do not accept the updated Terms, your remedy is to cancel your subscription.

Support: Standard support is provided during business hours (U.S. Central Time) at [Support Email]. Enterprise-tier customers may receive enhanced support as set forth in their Order Form.

Third-Party Services: DealGauge integrates with third-party services that are governed by their own terms and policies, including:

DigitalOcean — cloud hosting and storage infrastructure;

Anthropic (Claude API) — default large language model and vision provider for document reading and extraction, analysis, and report generation; Google (Gemini API) — default provider for presentation and slide-script generation, and selectable as an alternative extraction provider; OpenAI — default provider for text-to-speech narration, and selectable as an alternative extraction and analysis provider;

ElevenLabs — optional premium text-to-speech provider, used only when explicitly enabled in account settings;

[Email Provider] and, where used, [SMS Provider] — message delivery services; and

Stripe — billing and payment processing services; and

[Identity Verification Provider] — account-integrity and identity-verification services.

DealGauge may add, remove, or change third-party providers from time to time and will maintain a current Subprocessor List on its website. Material changes that affect Customer Data processing will be reflected in updates to the Privacy Policy or the Subprocessor List.

DealGauge is not responsible for changes in third-party provider terms, platform availability, API limitations, security practices, or service interruptions affecting these providers, beyond DealGauge's commercially reasonable efforts to maintain the integration.

Part B — Firm Customer Terms

These sections (14–20) apply to Firm Customers.

14. Subscription, Plans, and Seats

Plans: DealGauge offers the Service through subscription Plans, as described on the DealGauge website or in the Firm Customer's Order Form. As of the date of these Terms, the available Plans are:

Starter — entry-level Plan for individual practitioners and smaller firms.

Professional — mid-tier Plan with expanded capabilities.

Growth — Plan oriented toward firms with higher valuation volume.

Enterprise — Plan oriented toward firms with the highest volume, additional support, and any custom requirements.

Pricing for each Plan is published on the DealGauge website or set out in the Firm Customer's Order Form. DealGauge may modify Plan structures, naming, and pricing from time to time; modifications will not affect a Firm Customer's existing subscription term but may apply to renewals.

Seats: Each Plan is sold on a per-Seat basis. A Seat entitles one named Analyst User to access the Service. Seats may not be shared between or among multiple individuals. The Firm Customer is responsible for ensuring that each Seat is assigned to a specific Analyst User and that any change in assignment is reflected promptly in the Firm Customer's account configuration.

Seat Additions: A Firm Customer may add Seats at any time during a subscription term. Added Seats are billed at the Firm Customer's then-current Plan rate, pro-rated to the end of the current billing period and renewing at the standard rate thereafter.

Seat Reductions: A Firm Customer may reduce Seats only at the end of a billing period, by providing notice at least [10] business days before the renewal date. Mid-period Seat reductions do not generate a refund or credit.

15. Fees, Billing, and Renewal

Fees: Subscription fees are set out in the Firm Customer's Order Form or selected through the online checkout. All fees are denominated in U.S. dollars.

Billing Cadence: Subscriptions are billed in advance, either monthly or annually, as selected at signup. Annual subscriptions may be offered at a discount relative to monthly billing.

Payment Methods: Fees are payable by credit card, ACH debit, or, for Enterprise customers, by invoice with net [30] payment terms.

Auto-Renewal: Subscriptions auto-renew at the end of each billing period at the then-current published rate for the Firm Customer's Plan. A Firm Customer may cancel auto-renewal at any time through its account settings; cancellation will take effect at the end of the then-current billing period.

Past-Due Amounts: Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. DealGauge may suspend access for any account with past-due amounts after providing at least ten (10) days' written notice.

Taxes. Fees are exclusive of applicable taxes. The Firm Customer is responsible for any sales, use, value-added, or similar taxes assessed on the subscription, other than taxes on DealGauge's net income.

No Refunds: Except as expressly stated in these Terms or in a signed Order Form, fees are non-refundable. No refund or credit is provided for mid-period cancellations, unused Seats, partial-month usage, or failure to use the Service. This Section does not limit any remedy a Firm Customer may have under applicable law for a material breach by DealGauge.

Promotional and Founding-User Pricing: DealGauge may offer complimentary access, promotional pricing, founding-user pricing, or similar discounts at its discretion. The terms of any such offering, including duration and any feedback-participation requirements, will be set out in a separate written agreement or order. These Terms otherwise apply uniformly to all users.

16. Sub-User Provisioning by Firm Customer

The Firm Customer is responsible for provisioning, managing, and de-provisioning Analyst User Seats and any Business Owner Sub-User access associated with its account. The Firm Customer represents and warrants that:

Each Analyst User and Business Owner Sub-User it provisions has been authorized to access the Service;

Each Analyst User and Business Owner Sub-User will be required to comply with these Terms and with the Firm Customer's own internal policies;

The Firm Customer is responsible for the acts and omissions of its Analyst Users and Business Owner Sub-Users in connection with the Service as if those acts and omissions were its own; and

The Firm Customer will promptly de-provision access for any individual no longer authorized.

17. Data Upload Rights and Client Authorization

The Firm Customer represents and warrants that, for each Engagement and for each item of Customer Data uploaded to the Service:

The Firm Customer has the right to upload the data, including under any applicable engagement letter, professional engagement contract, or other agreement with the underlying client whose data is being uploaded;

The Firm Customer has obtained any consents required under applicable law, contract, or professional ethics rules to use the Service for processing of the underlying client's data, including any consents required under state confidentiality rules applicable to CPAs, attorneys, or other regulated professionals;

The data does not include information the Firm Customer is prohibited from sharing with a third-party service provider under applicable law, contract, or professional ethics rules.

Federal Tax Return Information: If the data includes federal tax return information, the Firm Customer acknowledges that the use of any service provider that processes tax return information may be subject to Treasury Regulations under Internal Revenue Code Section 7216. DealGauge does not provide tax-return preparation services and is not a tax-return preparer; however, the Firm Customer is solely responsible for evaluating its own Section 7216 obligations and obtaining any required taxpayer consents before uploading tax return information.

18. Professional Responsibility for Outputs

The Firm Customer is the professional of record for any valuation deliverable, opinion, conclusion, advice, or work product it provides to its own clients, counterparties, lenders, regulators, courts, or any other third party. Specifically:

DealGauge software and AI Outputs do not constitute a valuation opinion, fairness opinion, business appraisal, or professional advice rendered by DealGauge to the Firm Customer's client.

The Firm Customer is responsible for the independent professional review, modification, and approval of all AI Outputs before they are delivered, in any form, to any third party.

Where the Firm Customer's deliverables purport to comply with USPAP, AICPA SSVS, NACVA, ASA, ABV, or any other professional valuation standard, the Firm Customer represents that it has independently verified that the deliverables actually meet that standard.

The Firm Customer is responsible for maintaining the credentials, licensure, professional education, errors-and-omissions insurance, and continuing professional standards required to render valuation services in its own name. Any credentials displayed in a Firm Customer's deliverables (including ABV, CVA, CPA, ASA, FINRA Series 79, or analogous designations) attach to the named, credentialed professional responsible for the Engagement and not to the Service or to DealGauge.

19. Reuse and Distribution of AI Outputs

Permitted Use: The Firm Customer may use, modify, reformat, and incorporate AI Outputs into its own client deliverables for the purpose of completing valuation engagements for its own clients, subject to the restrictions in this Section and elsewhere in these Terms.

Benchmark Data and Third-Party Data: AI Outputs incorporate Benchmark Data and other reference data sourced from third-party providers. The Firm Customer is responsible for ensuring that any redistribution, publication, or reuse of Benchmark Data within its client deliverables complies with applicable third-party licensing terms. The Firm Customer represents that it will not redistribute or publish Benchmark Data in a manner that would constitute unauthorized redistribution of a licensed database, and acknowledges that the appropriate use of specific transaction-level comparable data may require the Firm Customer to obtain its own license from the underlying data provider. DealGauge does not warrant that the Firm Customer's use of Benchmark Data within a client deliverable is licensed by the underlying data provider, and the Firm Customer is responsible for verifying this independently.

Prohibited Use: The Firm Customer may not:

Resell, sublicense, white-label, or redistribute AI Outputs as standalone products to any third party other than the underlying client for whom the valuation was performed;

Use AI Outputs to train, fine-tune, or develop any artificial-intelligence model or competing valuation tool;

Combine AI Outputs with materially false or misleading representations; or

Use AI Outputs in any manner that violates applicable law, professional standards, or third-party rights.

Attribution: The Firm Customer may, but is not required to, identify DealGauge as the production platform used to support the engagement. The Firm Customer may not represent that DealGauge has rendered, endorsed, certified, or verified the Firm Customer's professional conclusions, nor that the Service or any AI Output has been endorsed, certified, or approved by The Appraisal Foundation, the AICPA, NACVA, ASA, or any other standards or credentialing body.

20. Compliance with Professional and Marketing Rules

Where the Firm Customer holds itself out as a credentialed valuation professional, CPA, attorney, M&A advisor, broker, registered investment adviser, lender, or analogous regulated role, the Firm Customer is responsible for compliance with all applicable professional, advertising, marketing, and consumer-protection rules associated with that role, including the FTC's Endorsement Guides, FINRA marketing rules (where applicable), state CPA society rules, and state real-estate and brokerage rules (where applicable to business-brokerage activity). DealGauge does not advise the Firm Customer on these obligations and does not certify the Firm Customer's compliance.

Part C — Analyst User Terms

These sections (21–22) apply to Analyst Users.

21. Use of the Service Under a Firm Customer's Seat

As an Analyst User, you access the Service under a Seat assigned by a Firm Customer. You agree:

To use the Service only for the Firm Customer's authorized business purposes;

To comply with these Terms, the Acceptable Use provisions in Section 7, and any additional internal policies adopted by the Firm Customer;

Not to share your access credentials with any other individual, and not to allow any other individual to use your Seat;

Not to upload data, documents, or information you are not authorized to upload under the Firm Customer's policies and applicable law; and

Not to remove, alter, or interfere with confidentiality, security, or access-control features of the Service.

Your access ends when the Firm Customer de-provisions your Seat, when the Firm Customer's subscription terminates, or as otherwise provided in these Terms.

22. AI-Assisted Workflow Acknowledgments

You acknowledge that:

The Service uses artificial-intelligence tools to extract data from documents, suggest normalizations, perform valuation calculations, and generate narrative content, spreadsheets, and slides.

AI Outputs may contain errors, omissions, miscategorizations, hallucinations, or assumptions that are not appropriate for the specific Engagement.

You are responsible, as a professional working under the Firm Customer's supervision, for reviewing AI Outputs critically and exercising independent professional judgment before relying on, modifying, or delivering any AI Output as part of a Firm Customer client deliverable.

Part D — Business Owner Sub-User Terms

These sections (23–25) apply to Business Owner Sub-Users.

23. Sponsored Access Through a Firm Customer

As a Business Owner Sub-User, you are interacting with the Service because a Firm Customer has invited you to do so as part of a valuation engagement the Firm Customer is conducting. Your relationship is with the Firm Customer, not with DealGauge. DealGauge is the software tool the Firm Customer uses to conduct that engagement.

By accessing the Service through a portal link or sponsored sub-user account, you confirm that:

You have received the link or account credentials from the Firm Customer named in the invitation;

You are authorized to provide information about the business being valued, either as an owner or as an authorized representative; and

You agree to these Terms with respect to your interactions with the Service.

24. Data You Provide; No Direct Service Relationship

Data You Provide: Any data, documents, financial information, addback explanations, questionnaire responses, or other content you submit through the Service is provided to the Firm Customer for use in the Firm Customer's engagement. The Firm Customer determines how that data is used in its engagement, what it is incorporated into, and whether and how it is reflected in any deliverable produced for you. DealGauge processes the data on the Firm Customer's behalf in connection with operation of the Service.

Accuracy: You are responsible for the accuracy and completeness of the information you provide. You should not provide information about other individuals (such as employees, family members, or co-owners) unless you have the right to do so.

No Advice: DealGauge does not provide you with valuation, tax, accounting, legal, financial, business, or any other professional advice. The Service is software used by the Firm Customer; it is not a financial adviser, attorney, accountant, or business broker, and using the Service does not create any such relationship between you and DealGauge.

Questions and Disputes: Any questions about the engagement, the valuation, the data you have provided, the use of that data, or any deliverable the Firm Customer produces should be directed to the Firm Customer. DealGauge is not in a position to answer engagement-level questions or to provide engagement-related advice.

Communications: DealGauge may send you operational communications related to your access (such as portal links, verification codes, and notifications that the Firm Customer has shared a deliverable with you). DealGauge does not send you marketing communications without your separate consent.

25. Withdrawal and Deletion Requests

You may decline to participate in the Firm Customer's engagement at any time by not providing the requested information. If you wish to delete information you have provided to the Service, you should first address your request to the Firm Customer, because the Firm Customer is the controller of that data. DealGauge will support the Firm Customer's lawful response to your deletion request as required by applicable law and the DealGauge Privacy Policy. Independent privacy rights you may have under applicable U.S. state privacy laws are described in the DealGauge Privacy Policy.

Part E — AI Outputs and Professional Standards

These sections (26–29) apply to all users.

26. Nature of AI-Generated Outputs

AI Outputs produced through the Service — including extracted financial data, normalization suggestions, valuation calculations, narrative content, written reports, financial models, slide presentations, and audio narrations — are generated in whole or in part by artificial-intelligence systems based on data provided by or on behalf of a Firm Customer.

AI Outputs are:

Production work product intended to support, accelerate, and structure a Firm Customer's valuation workflow;

Subject to error, omission, hallucination, miscategorization, and limitations inherent to the underlying AI models, training data, and source documents;

Not professional valuation opinions, not appraisals, and not a substitute for independent professional review and judgment; and

Not a representation, warranty, certification, or opinion of DealGauge with respect to the value, financial condition, or business prospects of any company.

The Firm Customer is responsible for the independent professional review, modification, and approval of all AI Outputs before they are relied upon or delivered to any third party.

27. Methodology and Standards Framework

The Service applies the three recognized business-valuation approaches — asset, market, and income — and is built on the principles of IRS Revenue Ruling 59-60. The report structure produced by the Service follows the reporting elements of USPAP Standards 9–10. AI Outputs include the certification and disclosures that established business-valuation practice contemplates, and the Service produces a complete, signature-ready report that a qualified professional can review and adopt.

Notwithstanding the foregoing:

DealGauge does not certify, warrant, or guarantee that any AI Output, in any specific Engagement, complies with USPAP, AICPA SSVS, NACVA, ASA, ABV, or any other professional valuation standard.

The Service is not endorsed, certified, or approved by The Appraisal Foundation, the AICPA, NACVA, ASA, or any other standards or credentialing body, and DealGauge does not represent otherwise.

Compliance with USPAP or any other professional valuation standard for any specific deliverable attaches to the credentialed professional who reviews, modifies, adopts, and signs the report, and not to the Service. Any attestation in a deliverable that the engagement was performed in accordance with a particular standard is made by, and is the responsibility of, that credentialed professional.

Any credentials (including ABV, CVA, CPA, ASA, FINRA Series 79, or analogous designations) referenced in a deliverable attach to the named, credentialed professional responsible for the Engagement, and not to the Service or to DealGauge.

28. Benchmark Data and Third-Party Data

DealGauge incorporates Benchmark Data drawn from industry data providers, public sources, and DealGauge's own data-curation processes. Benchmark Data is provided as a reference to support the Firm Customer's exercise of professional judgment.

DealGauge does not warrant:

The accuracy, completeness, or current applicability of any specific Benchmark Data;

That Benchmark Data is appropriate for the specific industry, company, geography, or transaction context relevant to a particular Engagement; or

That redistribution of specific transaction-level Benchmark Data within a Firm Customer's deliverable is licensed by the underlying third-party data provider.

The Firm Customer is responsible for evaluating Benchmark Data for appropriateness, supplementing it where necessary, and ensuring that any redistribution of Benchmark Data in its own client deliverables complies with applicable third-party licensing terms.

29. No Professional Advice; Output Accuracy Limitations

No Professional Advice: DealGauge is a software service. DealGauge is not a CPA firm, accounting firm, law firm, valuation firm, appraisal firm, M&A advisory firm, broker, registered investment adviser, tax-return preparer, or other professional services firm. Use of the Service does not create any fiduciary, professional, advisory, accountant-client, attorney-client, broker-client, or other professional relationship between DealGauge and any user. No content within the Service, and no AI Output, constitutes legal, tax, accounting, financial, investment, valuation, regulatory, or other professional advice.

Accuracy Acknowledgments: You acknowledge and agree that:

AI Outputs are inherently subject to limitations, including the possibility of factual errors, calculation errors, methodological errors, hallucinated content, fabricated citations, mislabeled financial line items, miscategorized transactions, and inappropriate methodology selection for the specific company being valued.

Source documents (including tax returns and financial statements) may themselves contain errors that flow through to AI Outputs.

The Firm Customer (and not DealGauge) is responsible for verifying the accuracy and appropriateness of AI Outputs and for evaluating whether any AI Output is suitable for the Firm Customer's intended professional use before any reliance, modification, or delivery.

Any decision a third party (including the Firm Customer's own clients, counterparties, lenders, regulators, courts, or buyers) makes in reliance on a deliverable that incorporates AI Outputs is the responsibility of the Firm Customer, and not of DealGauge.

Part F — Warranties, Liability, Disputes, and Closing Provisions

30. Warranties and Disclaimers

A. AS IS / AS AVAILABLE: THE SERVICE AND ALL AI OUTPUTS ARE PROVIDED "AS-IS" AND "AS-AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DealGauge DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

B. No Guarantee of Outcomes: DealGauge does not warrant any specific valuation result, level of accuracy, time savings, workflow improvement, deal outcome, customer outcome, client outcome, or any specific outcome of how a deliverable is received in any audit, regulatory review, lender review, litigation, transaction, or other commercial or legal context. DealGauge does not warrant that AI Outputs will be free from errors, omissions, or limitations, or that the Service will be uninterrupted, error-free, or completely secure.

C. AI-Generated Content: Outputs generated by artificial-intelligence components of the Service are produced from probabilistic models. DealGauge makes no warranty as to the accuracy, completeness, methodological appropriateness, professional sufficiency, or compliance with USPAP or any other professional valuation standard of any AI Output. The Firm Customer is solely responsible for the truthfulness, appropriateness, professional sufficiency, and standards compliance of any deliverable it provides to its own clients.

D. Benchmark Data: DealGauge does not warrant the accuracy, completeness, current applicability, or licensability of Benchmark Data for any specific Engagement or any specific downstream redistribution.

E. Third-Party Services: DealGauge does not warrant the performance, availability, security, or accuracy of any third-party service integrated with the Service, including the services identified in Section 13.

F. No Compliance Guarantee: DealGauge does not warrant any specific compliance outcome, regulatory outcome, professional-standards compliance result, tax treatment, audit outcome, lending-decision outcome, or transaction outcome. Compliance with applicable law and professional standards is the responsibility of the user.

31. Limitation of Liability

A. General Limitations: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DealGauge, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, REPUTATIONAL HARM, LOST ENGAGEMENTS, LOST DEAL OPPORTUNITIES, FAILED TRANSACTIONS, REGULATORY PENALTIES IMPOSED ON A FIRM CUSTOMER OR ITS CLIENT, MALPRACTICE OR ERRORS-AND-OMISSIONS CLAIMS AGAINST A FIRM CUSTOMER, OR ANY OTHER SPECULATIVE ECONOMIC EXPECTATION) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR ANY AI OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION APPLY IN AGGREGATE ACROSS ALL CLAIMS AND ALL THEORIES OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND CONSTITUTE THE PARTIES' EXCLUSIVE REMEDY FOR ANY SUCH CLAIM.

B. Maximum Liability — Firm Customers: DealGauge'S TOTAL CUMULATIVE LIABILITY TO A FIRM CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT, IN AGGREGATE, EXCEED THE GREATER OF (i) THE TOTAL SUBSCRIPTION FEES THE FIRM CUSTOMER PAID TO DealGauge IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

C. Maximum Liability — Analyst Users and Business Owner Sub-Users: DealGauge'S TOTAL CUMULATIVE LIABILITY TO ANY ANALYST USER OR BUSINESS OWNER SUB-USER, IN THEIR INDIVIDUAL CAPACITY, FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT, IN AGGREGATE, EXCEED ONE HUNDRED U.S. DOLLARS ($100). FOR CLARITY, AN ANALYST USER'S OR BUSINESS OWNER SUB-USER'S CLAIM ON BEHALF OF A FIRM CUSTOMER IS GOVERNED BY SUBSECTION B.

D. Carve-Outs: Nothing in this Section limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence, or intentional misconduct. Some jurisdictions do not allow certain limitations of liability; in such jurisdictions, DealGauge's liability is limited to the maximum extent permitted by law.

32. Indemnification

By the Firm Customer: The Firm Customer agrees to defend, indemnify, and hold harmless DealGauge and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

Customer Data the Firm Customer uploaded or had uploaded on its behalf, including any claim that the Firm Customer lacked authorization to upload the data or that the data contained information the Firm Customer was prohibited from sharing;

The Firm Customer's use, modification, distribution, or publication of AI Outputs, including any claim by the Firm Customer's own client or a third party regarding the accuracy, completeness, professional sufficiency, fitness, or reception of a deliverable in any audit, regulatory review, lender review, litigation, or transaction;

The Firm Customer's redistribution of Benchmark Data or other third-party data in a manner that infringes a third-party license;

The Firm Customer's breach of these Terms;

The Firm Customer's failure to comply with applicable professional standards (USPAP, AICPA SSVS, NACVA, ASA, ABV, or analogous standards), licensure requirements, or marketing rules;

Any malpractice, errors-and-omissions, or professional-liability claim brought against the Firm Customer in connection with its valuation work;

Any regulatory action against the Firm Customer arising from its conduct; or

The Firm Customer's gross negligence or willful misconduct.

By Analyst Users and Business Owner Sub-Users: Analyst Users and Business Owner Sub-Users agree to defend, indemnify, and hold harmless DealGauge from any claims, damages, losses, and expenses arising from:

Data the individual uploaded or submitted that the individual was not authorized to upload or submit;

The individual's breach of these Terms; or

The individual's gross negligence or willful misconduct.

For the avoidance of doubt, conduct of an Analyst User or Business Owner Sub-User undertaken on behalf of, or with the authorization of, a Firm Customer is subject to the indemnification obligation of the Firm Customer above.

By DealGauge: DealGauge agrees to defend the Firm Customer against any third-party claim alleging that the Service, as provided by DealGauge and as used in accordance with these Terms, infringes that third party's U.S. patent, copyright, or trade-secret rights, and to indemnify the Firm Customer for damages finally awarded by a court of competent jurisdiction (or amounts paid in settlement approved by DealGauge) directly resulting from such a claim. This obligation does not apply to claims arising from (a) Customer Data, (b) Benchmark Data redistribution outside the scope of these Terms, (c) the Firm Customer's modifications to the Service or AI Outputs, (d) the Firm Customer's combination of the Service or AI Outputs with other products, services, or content not provided by DealGauge, or (e) the Firm Customer's use of the Service in violation of these Terms or applicable law.

Control of Defense: DealGauge reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by an indemnifying party, in which case the indemnifying party agrees to cooperate with DealGauge's defense.

33. Term, Suspension, and Termination

Term: These Terms begin when you first accept them and continue as long as you have an account, an active subscription, or active access to the Service.

Subscription Term: The initial subscription term and any renewal term are set forth in the Firm Customer's Order Form or selected at signup. Subscriptions auto-renew as described in Section 15 unless cancelled.

Suspension: DealGauge may suspend, restrict, limit, freeze, terminate, or investigate accounts, access, AI Outputs, or content where DealGauge reasonably believes such action is necessary to: protect platform integrity; prevent fraud, abuse, or misuse; comply with legal obligations; respond to a regulator, court, or third-party rights holder; protect users or third parties; investigate suspected violations; enforce these Terms; or reduce legal or operational risk.

Termination by Firm Customer: A Firm Customer may terminate its subscription by cancelling auto-renewal under Section 15. The Firm Customer may also terminate immediately upon DealGauge's material breach of these Terms that remains uncured for thirty (30) days after written notice.

Termination by Analyst User or Business Owner Sub-User: An individual user may terminate their use of the Service by ceasing to access it. Termination by an individual does not affect the Firm Customer's subscription.

Termination by DealGauge: DealGauge may terminate these Terms or any user's access on thirty (30) days' written notice for any reason or no reason, or immediately for material breach or for any conduct that DealGauge reasonably believes creates legal, regulatory, security, or reputational risk to the Service.

Effect of Termination: Upon termination, the Firm Customer's access to the Service ends. The Firm Customer should export any Customer Data and AI Outputs it wishes to retain before the end of the subscription. DealGauge will provide reasonable export tools where commercially feasible. Post-termination handling of Customer Data and AI Outputs is governed by the DealGauge Privacy Policy.

Post-Termination Preservation: Following suspension or termination, DealGauge may preserve evidence, account records, device data, audit records, and other related information to the extent reasonably necessary for legal, compliance, audit, dispute-resolution, regulatory-response, or investigative purposes, as further described in the Privacy Policy.

Survival: Sections that by their nature should survive termination — including IP (Section 9), Confidentiality (Section 11), AI Outputs and Professional Standards (Sections 26–29), Warranties and Disclaimers (Section 30), Limitation of Liability (Section 31), Indemnification (Section 32), Governing Law and Dispute Resolution (Section 34), and these General Provisions — survive termination.

34. Governing Law and Dispute Resolution

A. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflict-of-law principles.

B. Mandatory Pre-Arbitration: The disputing party must first send a written notice of dispute to the other party at the contact information in Section 38 and attempt a good-faith resolution for thirty (30) days before initiating arbitration.

C. Mandatory Arbitration: If the pre-arbitration step does not resolve the dispute, all disputes, claims, or controversies arising from or related to these Terms or the Service shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (for Firm Customers, Analyst Users acting on behalf of a Firm Customer, and any other commercial dispute) or its Consumer Arbitration Rules (for Business Owner Sub-Users and Analyst Users acting in an individual capacity). The arbitration will take place in Dallas County, Texas, or, for individual consumers where required by law, in the consumer's county of residence. The arbitrator may conduct any hearing in person, telephonically, or by video conference, and the parties may agree to electronic or documents-only proceedings. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

D. Class Action Waiver: YOU AND DealGauge 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, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. JURY TRIAL IS WAIVED. The class, representative, and collective-action waiver in this subsection D does not apply to representative or other claims that, under applicable law, may not be waived by contract; any such non-waivable claim shall be severed from arbitration and may proceed in a court of competent jurisdiction, while all remaining claims shall proceed in arbitration.

E. Small Claims: Notwithstanding the above, either party may bring an individual action in small-claims court for disputes within that court's jurisdiction.

F. 30-Day Opt-Out for Individual Consumers: A Business Owner Sub-User, or an Analyst User pursuing a claim in their individual capacity (not on behalf of a Firm Customer), may opt out of the arbitration agreement in subsection C by sending written notice to [Support Email] within thirty (30) days of first accepting these Terms. The opt-out notice must include the individual's name and contact information on file, and the statement "I opt out of arbitration." Opting out of arbitration does not affect the Class Action Waiver in subsection D.

G. Severability of Class Waiver: If the Class Action Waiver in subsection D is held unenforceable as to a particular claim, that claim shall be severed and proceed in court; the remaining claims shall remain in arbitration.

H. Equitable Relief Carve-Out: Notwithstanding the agreement to arbitrate, either party may, at any time, seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction located in Dallas County, Texas, to protect intellectual-property rights, Confidential Information, platform integrity, or against unauthorized access to or use of the Service, pending appointment of an arbitrator who may then assume jurisdiction over the equitable claim.

I. Confidentiality of Arbitration: To the extent permitted by applicable law, the parties agree to keep the existence, substance, conduct, and result of any arbitration under these Terms confidential, except that a party may disclose information about the arbitration as necessary to (i) comply with applicable law, court order, regulatory request, or subpoena; (ii) enforce, challenge, or seek confirmation of an arbitration award; (iii) communicate with the party's attorneys, accountants, tax advisors, auditors, or insurers; (iv) where the disclosing party is a natural person, communicate with the disclosing party's immediate family members; or (v) cooperate with a government investigation. This subsection I does not prohibit disclosures protected by whistleblower laws or any other non-waivable disclosure right.

35. Independent Contractors; No Agency

Nothing in these Terms creates an employment, partnership, joint venture, franchise, agency, or fiduciary relationship between DealGauge and any user. Each party is an independent contractor.

36. General Provisions

Severability: If any provision is held invalid or unenforceable, that provision will be severed and the remaining provisions remain in full force.

Waiver: DealGauge's failure to enforce any right or provision is not a waiver of that right.

Assignment: You may not assign your rights or obligations under these Terms without DealGauge's prior written consent. DealGauge may assign or transfer these Terms, in whole or in part, without restriction or notice, including in connection with any merger, acquisition, sale of all or substantially all of its assets, corporate restructuring or reorganization, transfer to an affiliate, or financing transaction.

Force Majeure: DealGauge is not liable for delays or failures caused by events outside its reasonable control, including failures of third-party services, telecommunications failures, power outages, natural disasters, civil unrest, governmental action, or pandemic.

Notices: DealGauge may give notice to users by email, by an in-Service notification, or by posting on the DealGauge website. Notices to DealGauge must be sent to [Notice Address], with a copy to [Support Email].

Entire Agreement: These Terms, together with the DealGauge Privacy Policy, the Acceptable Use Policy (where applicable), any executed Order Form, and any other documents expressly incorporated, constitute the entire and exclusive agreement between the parties regarding the Service. In the event of conflict between these Terms and a signed Order Form between DealGauge and a Firm Customer, the Order Form controls as to that Firm Customer. In the event of conflict between these Terms and any unsigned, browse-wrap, or click-through document on the DealGauge website (other than the Privacy Policy), these Terms control. The Privacy Policy governs all matters relating to data privacy.

No Third-Party Beneficiaries. Except as expressly provided, these Terms do not create any rights enforceable by any third party.

37. Accessibility

DealGauge designs the Service with consideration for the Web Content Accessibility Guidelines (WCAG) 2.2. If you experience difficulty accessing the Service, please contact us at [Support Email].

38. Contact

Edenbrook Technologies, Inc. d/b/a DealGauge [Notice Address]

General inquiries: [Support Email] Firm Customer subscription, billing, and renewal inquiries: [Support Email] Business Owner Sub-User questions about an engagement: please contact the Firm Customer that invited you to the Service.