Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") are a binding agreement between you and Spruce Software Inc., doing business as 409.AI ("409.AI", "we", "us" or "our"). They govern your access to and use of the 409.ai website, the 409.AI platform, the Partner API, any software, tools, calculators, integrations, documentation, reports and other content we make available, and any related services (together, the "Services").

By accessing or using the Services, creating an account, submitting an order, calling the Partner API or clicking to accept, you agree to these Terms and to our Privacy Policy. If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity and to you personally. If you do not agree to these Terms, do not use the Services.

If you and 409.AI have signed a separate written agreement, such as an engagement letter, order form or partner agreement, that agreement controls to the extent it conflicts with these Terms. Otherwise these Terms apply in full.

2. Eligibility

The Services are intended for businesses and their authorized representatives. You must be at least 18 years old and able to form a binding contract. You may not use the Services if you are barred from doing so under applicable law or if we have previously suspended or terminated your access.

3. Description of the Services

409.AI provides technology-enabled business valuation services for private companies, including 409A valuations and related reports such as ASC 718, ASC 820, IFRS 2, EMI, QSBS, gift and estate, purchase price allocation and impairment analyses. The Services include an online onboarding platform, document intake, AI-assisted draft analysis, valuation reports reviewed by our analysts, free tools and calculators, educational content, and a Partner API for approved integrators.

We may add, change, suspend or discontinue any part of the Services at any time, including features, methodologies, turnaround times, pricing and supported report types, without liability to you. We do not guarantee that any feature will remain available.

4. Valuation Reports Are Opinions, Not Advice or Guarantees

A valuation report is a professional opinion of value as of a specific date, based on the information you provide, stated assumptions, publicly available market data and generally accepted valuation methodologies. Valuation is inherently subjective. Different qualified professionals, tax authorities, auditors and courts may reach different conclusions using the same facts.

• Not legal, tax, accounting or investment advice. 409.AI is not a law firm, accounting firm, registered investment adviser or broker-dealer. Nothing in the Services constitutes legal, tax, accounting, financial or investment advice, and no attorney-client, fiduciary or similar relationship is created. You should consult your own advisors before acting on any report or output.
• No guaranteed outcome. We do not guarantee that any report will qualify for a presumption of reasonableness or safe harbor under Section 409A of the Internal Revenue Code, or that it will be accepted by the IRS, HMRC, any other tax authority, your auditors, investors, acquirers, employees or any other third party. Tax and accounting treatment depends on facts and laws outside our control.
• Limited reliance period. A report speaks only as of its valuation date. Any material event after that date may make the report unreliable. You are responsible for determining whether a report may still be relied upon and for obtaining an updated valuation when needed.
• Restricted use. Reports are prepared solely for you and for the stated purpose. Any other use, or any use by a third party, is at that party's sole risk and without recourse to 409.AI.
• Free tools and content. Calculators, estimators, sample reports, articles and comparison pages are for general information only. They are not valuations, are not tailored to your circumstances and must not be relied upon for any tax, accounting, financing or compensation decision.

5. Your Information and Responsibilities

Our work depends entirely on what you give us. You are solely responsible for the accuracy, completeness and timeliness of all information, documents, cap tables, financial statements, projections and instructions you or your representatives provide. You agree that:

• we may rely on your information without independent verification or audit, and we have no duty to detect errors, omissions or fraud in it;
• management projections, assumptions and representations you provide are yours, and the resulting conclusions will reflect them;
• you will promptly tell us about any material change or any error you discover, and you understand that changes may require a revised report at additional cost;
• you have all rights and consents needed to share the information with us, including any personal data of employees, shareholders or other individuals; and
• providing inaccurate, misleading or fraudulent information may result in suspension or termination of the Services without refund, and you bear all consequences of doing so.

You are also responsible for reviewing each draft and final report before using it, for the decisions you make based on it, and for your own compliance with tax, securities, accounting and employment laws.

6. Accounts and Security

You must keep your login credentials, API keys and webhook secrets confidential. You are responsible for all activity under your account or keys, whether or not you authorized it, until you notify us in writing of a compromise. We may suspend access we reasonably believe is compromised or misused. We are not liable for loss caused by unauthorized use of your account or keys.

7. AI-Assisted Features

Parts of the Services use machine learning and large language models to extract data from documents, prepare draft analyses and generate text. AI output can be incomplete, inaccurate or misleading, and it may not reflect the most current law, market data or your specific facts. Draft outputs are not final work product until reviewed and issued by 409.AI. You agree to review all output carefully, to not rely on any draft or unreviewed output, and to tell us about any error you find. We make no representation that AI-assisted output is free of errors, bias or omissions, and we disclaim all liability arising from your use of it.

8. Partner API and Software

If we issue you API keys or otherwise grant you access to the Partner API, SDKs, webhooks, embeddable components or other software (together, the "Software"), the following additional terms apply.

• License. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Software solely to integrate the Services into your own products for your own customers, in accordance with our documentation and any written partner agreement.
• Restrictions. You may not resell raw API access, share keys, exceed rate limits, circumvent security or usage controls, reverse engineer or decompile the Software, scrape the Services, use the Services to build a competing valuation product or to train a model, remove notices, or misrepresent 409.AI's role in producing any report.
• Availability and changes. The Software is provided without any uptime, latency or support commitment unless a signed agreement says otherwise. We may modify, version, rate-limit, deprecate or shut down any endpoint, webhook or feature at any time. You are responsible for handling errors, retries, duplicate webhook deliveries and breaking changes in your integration.
• Beta and preview features. Features marked beta, preview, early access, experimental or similar are provided strictly as is, may be changed or withdrawn without notice, and are excluded from any commitment we have made elsewhere.
• Your end users. You are solely responsible for your own products, your customers, the information you submit on their behalf, the terms you offer them and any claims they bring. You will pass through the reliance and use restrictions in these Terms to your end users.
• Suspension. We may suspend or revoke keys at any time for suspected abuse, security risk, non-payment, legal risk or breach of these Terms.

9. Acceptable Use

You agree not to use the Services to violate any law; to infringe anyone's rights; to upload malicious code; to interfere with or place unreasonable load on our systems; to access data you are not authorized to access; to impersonate any person or entity; to submit false information to obtain a particular valuation result; or to use any report or output to mislead a tax authority, regulator, investor, employee or other person. We may investigate and take any action we consider appropriate, including removing content, suspending access and reporting to authorities.

10. Fees, Payment and Refunds

Fees are as quoted on our website, in your order or in a signed agreement, and are exclusive of taxes. Unless otherwise agreed, fees are due when you complete onboarding or place an order, and work begins once payment is received. You authorize us and our payment processors to charge your chosen payment method for all fees.

Because our work begins promptly and is customized to you, fees are non-refundable once work has started, except where required by law or where we expressly agree in writing. You are responsible for all taxes other than taxes on our net income, and for any bank, currency conversion or chargeback fees. Initiating a chargeback on validly incurred fees is a breach of these Terms. We may change our pricing at any time; changes apply to future orders only.

11. Intellectual Property

409.AI and its licensors own all rights in the Services, including the platform, Software, models, methodologies, templates, report formats, tools, documentation, trademarks and content. Except for the limited rights expressly granted in these Terms, no rights are granted to you.

Upon full payment, we grant you a perpetual, non-exclusive, non-transferable license to use each final report we issue to you for the internal business purpose stated in it, and to share it with your advisors, auditors, board members, investors and tax authorities as needed for that purpose, subject to the reliance limits in Section 4. You may not modify a report, remove our name or disclaimers, or present any part of a report as prepared by anyone other than 409.AI.

You retain ownership of the information and documents you provide. You grant us a worldwide, royalty-free license to use them to provide and improve the Services, to develop and train our systems, and to create aggregated or de-identified data and statistics that do not identify you or any individual. We may use your feedback and suggestions without obligation to you.

12. Confidentiality and Privacy

We will use reasonable measures to protect non-public information you provide, and will use it only to provide, secure and improve the Services, as described in our Privacy Policy and Section 11. We may disclose information to our employees, contractors, analysts and service providers who need it to deliver the Services, to your designated advisors or integrators, where required by law, subpoena or regulator, or to protect our rights. Our obligations do not apply to information that is public, already known to us, independently developed, or received from a third party without restriction. Our handling of personal data is governed by our Privacy Policy.

13. Third-Party Services and Data

The Services rely on third-party providers, including cloud hosting, payment processors, market data vendors, analytics tools, AI model providers and cap table or accounting platforms you connect to us. We are not responsible for the availability, accuracy, security or practices of any third party, or for errors in third-party data used in a report. Links to third-party sites are provided for convenience only, and your use of them is at your own risk and subject to their terms.

14. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, REPORTS, TOOLS, CONTENT AND ALL OTHER OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 409.AI AND ITS AFFILIATES, LICENSORS, ANALYSTS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT ANY DEFECT WILL BE CORRECTED; THAT ANY REPORT, CONCLUSION OF VALUE OR OUTPUT WILL BE ACCURATE, COMPLETE OR ACCEPTED BY ANY TAX AUTHORITY, AUDITOR, REGULATOR, COURT OR OTHER THIRD PARTY; OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR TAX, ACCOUNTING OR BUSINESS RESULT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM 409.AI OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL 409.AI OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ANALYSTS, CONTRACTORS, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR ANTICIPATED SAVINGS, COST OF SUBSTITUTE SERVICES, OR FOR ANY TAXES, PENALTIES, INTEREST, ADDITIONAL TAX LIABILITY, AUDIT OR RESTATEMENT COSTS, LOST FINANCING, DILUTION, REPRICING OR OTHER EQUITY COMPENSATION CONSEQUENCES, OR ANY CLAIM BY YOUR EMPLOYEES, SHAREHOLDERS, INVESTORS, ACQUIRERS OR OTHER THIRD PARTIES, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES OR ANY REPORT OR OUTPUT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, PROFESSIONAL NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF 409.AI AND THE PERSONS LISTED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES OR ANY REPORT OR OUTPUT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU ACTUALLY PAID TO 409.AI FOR THE SPECIFIC REPORT OR SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED US DOLLARS (US$100). FOR FREE SERVICES, TOOLS, CONTENT, BETA FEATURES AND ANY USE BY A PERSON WHO HAS NOT PAID US FEES, OUR TOTAL LIABILITY WILL NOT EXCEED US$100. THIS CAP IS CUMULATIVE AND NOT PER INCIDENT.

THE LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS TOGETHER, ARE INDEPENDENT OF ONE ANOTHER, AND REFLECT A REASONABLE ALLOCATION OF RISK THAT FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND 409.AI. THE SERVICES WOULD NOT BE OFFERED AT THEIR PRICE WITHOUT THEM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILFUL MISCONDUCT OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE. TO THAT EXTENT ONLY, THE LIMITATIONS ABOVE DO NOT APPLY, AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED.

16. Indemnification

You will defend, indemnify and hold harmless 409.AI and its affiliates, directors, officers, employees, analysts, contractors, agents, licensors and suppliers from and against any claim, demand, investigation, loss, liability, damage, penalty, cost or expense, including reasonable attorneys' fees, arising out of or related to: (a) information or materials you provide, including any inaccuracy, omission or lack of rights in them; (b) your use of the Services, any report or any output, or use by anyone you share them with; (c) your products, services and end users, including any integration built on the Partner API; (d) your breach of these Terms or of applicable law; or (e) any dispute between you and a third party, including your employees, shareholders, investors, acquirers, auditors or a tax authority. We may control the defense of any claim at your expense, and you will not settle any claim without our written consent.

17. No Third-Party Beneficiaries or Reliance

These Terms are for the benefit of you and 409.AI only. Nothing in the Services or any report creates any duty of care, right or remedy in favor of any other person, including your employees, option holders, shareholders, lenders, investors, acquirers, auditors or advisors. Any third party who receives or reviews a report does so at their own risk and may not rely on it as against 409.AI. You agree to make this clear to anyone with whom you share a report.

18. Term, Suspension and Termination

These Terms apply from your first use of the Services until terminated. You may stop using the Services at any time. We may suspend or terminate your access, decline or cancel an order, or withhold, withdraw or refuse to issue a report at any time, with or without notice, if we believe you have breached these Terms, provided inaccurate information, present a legal, reputational, credit or security risk, or if we can no longer provide the Services on reasonable terms. If we cancel an order for reasons other than your breach before work begins, we will refund fees paid for that order, and that refund is your sole remedy.

Sections 4, 5, 6, 10 through 17 and 19 through 21 survive any termination. We may retain copies of your information and work product as required by law or our professional standards and as described in our Privacy Policy.

19. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related to them or the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before starting any formal proceeding, you agree to contact us at help@409.ai with a written description of the dispute and to work with us in good faith for at least 60 days to resolve it.

Binding arbitration. Any dispute not resolved informally will be resolved by final and binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, before a single arbitrator, in Toronto, Ontario or by video conference. The arbitrator will apply these Terms, including the limitations of liability, and may award only relief available to an individual party. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information, and we may bring a claim for unpaid fees in court.

Class action and jury waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND 409.AI EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION. DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

Time limit on claims. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM AGAINST 409.AI MUST BE BROUGHT WITHIN ONE YEAR AFTER THE EVENT GIVING RISE TO IT, OR IT IS PERMANENTLY BARRED.

If the arbitration agreement is found unenforceable for a particular dispute, that dispute will be heard exclusively in the courts of the Province of Ontario sitting in Toronto, and you consent to their jurisdiction and venue.

20. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms on this page and change the "Last updated" date, and may notify you by email or in the platform for material changes. Changes take effect when posted unless we say otherwise. Your continued use of the Services after that date means you accept the updated Terms. If you do not agree, stop using the Services.

21. General

• Entire agreement. These Terms, our Privacy Policy and any signed agreement between us are the entire agreement about the Services and replace all prior discussions and representations, including any marketing statement, proposal or oral assurance.
• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them freely, including to an affiliate or in connection with a merger, acquisition or sale of assets.
• Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of third-party providers, internet failures, cyberattacks, labor disputes, government action, natural disasters, epidemics or changes in law.
• Independent contractor. 409.AI is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship.
• Export and sanctions. You may not use the Services in violation of Canadian or US export control or sanctions laws, and you represent that you are not located in, or a national of, a sanctioned country and are not a restricted party.
• Notices. We may give notice by email to the address on your account or by posting in the platform. Notices to us must be sent to help@409.ai and are effective when received.
• Language. These Terms are written in English. Any translation is for convenience only, and the English version controls.

22. Contact

Spruce Software Inc., doing business as 409.AI. For questions regarding these Terms, contact us at help@409.ai.