EVENHAND LLC — TERMS OF SERVICE

Effective Date: May 21, 2026 Last Updated: May 21, 2026

Reader's Note

These Terms of Service ("Terms") govern your access to and use of the Evenhand platform operated by Evenhand LLC, a Washington limited liability company ("Evenhand," "we," "us," or "our"). They are a legal agreement between you and us. Please read them carefully.

ARBITRATION NOTICE. Section 18 of these Terms contains a binding arbitration clause and a class-action waiver. Section 18.7 also contains a thirty (30) day opt-out right that you must exercise in writing.

LIMITATION ON LIABILITY. Section 15 of these Terms limits our liability to you, and Section 16 requires you to indemnify us in certain circumstances.

1. Agreement to Terms

1.1 Binding Contract

These Terms form a legally binding agreement between you and Evenhand governing your access to and use of the Evenhand platform, including all associated websites, applications, tools, APIs, the Model Context Protocol (MCP) server, outbound webhooks, mobile applications (if any), and services we provide (collectively, the "Platform").

By creating an account, accessing the Platform, accepting an invitation to a Deal, using any of the Platform's features, or — for our API and MCP — generating or using an access token, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you accept these Terms on behalf of a business entity (including a Brokerage), you represent and warrant that (i) you have the authority to bind that entity, (ii) the entity meets the eligibility requirements in Section 4.1, and (iii) references to "you" include both you individually and the entity you represent.

If you do not agree to these Terms, you must not access or use the Platform.

1.2 Order of Precedence

The complete agreement between you and Evenhand consists of, in order of decreasing precedence in the event of conflict:

1. Any executed Order Form, Master Service Agreement, or signed Brokerage Subscription Agreement between you and Evenhand
2. Any executed Data Processing Addendum ("DPA") between you and Evenhand
3. Any executed Business Associate Agreement (if applicable — currently none, as the Platform is not designed for PHI)
4. Any click-through Non-Disclosure Agreement applicable to a specific Deal
5. The Acceptable Use Policy at https://evenhandhq.com/acceptable-use (the "AUP")
6. These Terms
7. The Privacy Policy at https://evenhandhq.com/privacy

The Privacy Policy controls over these Terms for matters relating to personal information, except that the Aggregated Data license in Section 6.2 below is governed exclusively by these Terms.

1.3 Eligibility

To use the Platform, you must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract. The Platform is intended for use by business professionals in commercial M&A transactions. It is not directed to consumers in the conventional retail sense, but where you access paid features as an individual (e.g., the Buyer Self-Serve QoE Subscription), consumer-protection laws of your jurisdiction may apply notwithstanding any provision of these Terms to the contrary.

1.4 Geographic Scope — United States Only

The Platform is offered exclusively to Users located in the United States. Evenhand does not market, target, advertise to, or offer the Platform to individuals or businesses outside the United States. The Platform is not localized for non-U.S. languages or currencies, and Evenhand does not provide services tailored to non-U.S. legal, regulatory, or commercial frameworks.

By accepting these Terms, you represent and warrant that:

(a) you are accessing the Platform from within the United States; (b) the activities you conduct on the Platform are performed in the United States; (c) the Deals you list, manage, participate in, or transact through the Platform involve assets, businesses, or counterparties subject primarily to U.S. law; and (d) you are not located in, organized under the laws of, or ordinarily resident in any country, territory, or region prohibited by U.S. economic sanctions or export-control laws (see Section 21).

If you access the Platform from outside the United States, you do so on your own initiative and at your own risk. Your access does not constitute Evenhand's offering of the Platform to your jurisdiction, does not bring Evenhand within the scope of the General Data Protection Regulation, the UK GDPR, or any other non-U.S. data-protection regime, and does not entitle you to rights or remedies under any non-U.S. statute. Evenhand reserves the right to block, suspend, or terminate access from non-U.S. locations at any time without notice.

The Privacy Policy at https://evenhandhq.com/privacy contains parallel U.S.-only scope language for the processing of personal information.

2. Definitions

The following capitalized terms have the meanings below. Other capitalized terms are defined where they first appear.

• "Acceptable Use Policy" or "AUP" — the document at https://evenhandhq.com/acceptable-use setting out conduct rules for use of the Platform, incorporated into these Terms by reference.
• "Aggregated Data" — data derived from Deal Data and Platform usage that has been de-identified, anonymized, and aggregated such that it cannot, individually or in combination with other reasonably available information, be used to identify any specific User, Deal, business, or party to a transaction.
• "API" — the public REST application programming interface offered by Evenhand at endpoints under /api/v1/, authenticated via SHA-256-hashed bearer tokens.
• "Brokerage" — a business brokerage firm or intermediary that subscribes to the Platform to manage deal flow on behalf of its clients.
• "Brokerage Account" — the organizational account established by or on behalf of a Brokerage.
• "Brokerage Subscription" — a paid subscription under which a Brokerage receives access to the Platform.
• "Broker User" — an individual authorized by a Brokerage to operate the Platform on its behalf. Three role tiers: "Broker," "Brokerage Administrator" (broker_admin), and "Brokerage Manager" (broker_manager).
• "Buyer" — an individual or entity invited to participate in a specific Deal for the purpose of submitting, reviewing, or negotiating an LOI or offer.
• "Buyer Self-Serve QoE Subscription" — the per-deal or annual paid subscription a Buyer may purchase directly to unlock buyer-side QoE features.
• "Confidential Information" — has the meaning given in Section 10.
• "Deal" — a specific business acquisition transaction managed through the Platform.
• "Deal Data" — has the meaning given in the Privacy Policy.
• "Deal Participant" — any User linked to a specific Deal who is not a Broker User: Buyers, Sellers, Service Providers, and Post-Close Observers.
• "Direct Seller" — a Seller who creates a listing on the Platform without a Brokerage.
• "Documentation" — the user documentation, developer documentation (at developers.evenhandhq.com or successor URL), and other materials Evenhand makes available describing the Platform.
• "E-Signature Adapter" — an integration that enables click-through and document-signature workflows, currently available in Evenhand-managed (Dropbox Sign), BYO Dropbox Sign, and BYO DocuSign modes.
• "Intellectual Property Rights" — all patents, copyrights, moral rights, trademarks, trade secrets, database rights, know-how, and other proprietary rights, whether registered or unregistered, anywhere in the world.
• "Letter of Intent" or "LOI" — a structured submission by a Buyer that sets forth proposed terms for the acquisition of a business.
• "MCP" — the Model Context Protocol; the Evenhand MCP server at /api/mcp/v1/server authenticated via OAuth 2.1 + PKCE.
• "Output" — any analysis, score, ranking, signal, finding, suggestion, mapping, summary, or other generated artifact produced by the Platform, including any AI-assisted output.
• "Platform" — defined in Section 1.1.
• "Post-Close Observer" — a Deal Participant whose access has been narrowed to earnout and seller-note tracker records only.
• "Quality of Earnings" or "QoE" — the financial and non-financial analysis framework and tools provided through the Platform.
• "Seller" — an individual or entity invited (or, for a Direct Seller, self-onboarded) to participate in a Deal as the owner or representative of the business being offered.
• "Seller Preferences" — the structured set of preferred deal terms, requirements, and priorities submitted by a Seller.
• "Service Provider" — a professional (e.g., certified public accountant, attorney, lender, financial advisor, industry expert) invited to a specific Deal.
• "Sub-Processor" — a third party engaged by Evenhand to process personal information in connection with providing the Platform. The current list is in the Privacy Policy.
• "User" — any individual who creates an account on the Platform, regardless of role.
• "User Content" — any data, text, documents, files, code, communications, or other materials a User uploads, submits, or transmits through the Platform, including Deal Data.

3. Platform Description

3.1 Overview

The Platform is a deal management tool designed for small business M&A. It provides structured workflows for comparing letters of intent against seller preferences, managing due diligence across multiple QoE categories, conducting financial and non-financial analyses, tracking deal progress from initial offer through closing, managing post-close earnout and seller-note structures, and supporting service-provider engagement.

3.2 Platform Role and Limitations

Evenhand is a technology platform that facilitates the organization, comparison, and analysis of deal-related information. Evenhand is not a broker, dealer, investment advisor, fiduciary, attorney, accountant, appraiser, escrow agent, or any other type of licensed or registered professional advisor. The Platform does not:

• provide investment advice, financial advice, legal advice, tax advice, accounting advice, valuation services, or any other professional advisory services;
• recommend, endorse, or evaluate any particular buyer, seller, deal structure, transaction, or counterparty;
• act as a broker, finder, intermediary, escrow agent, or transfer agent in any transaction;
• guarantee the accuracy, completeness, authenticity, currency, or reliability of any information submitted by Users, by third parties (including financing issuers and OAuth-authorized integrations), or generated by automated processing;
• guarantee that any transaction will close, that any particular outcome will be achieved, or that any signal or score generated by the Platform reflects the actual market;
• serve as a virtual data room of record or replace the need for secure document management in compliance with applicable regulations;
• replace the independent judgment of qualified professional advisors; or
• provide regulated services in any state or jurisdiction (the Platform is software).

Users are solely responsible for engaging qualified professional advisors and for making their own independent decisions regarding any transaction. Any Output is informational and decision-support only.

3.3 Hybrid Disclosure Model — Auction-Theory Acknowledgment

The Platform employs a hybrid disclosure model under which Buyers see absolute signals about whether their offer meets specific Seller Preferences plus directional indicators of their relative competitive position, but not other Buyers' specific terms, identities, or count. By using the Platform:

• Sellers consent to disclosure of their declared Preferences to invited Buyers, to the generation of competitive-position signals derived from all submitted offers, and to display of the comparison matrix and aggregate signals to Brokers.
• Buyers consent to inclusion of their offers in aggregate signals shown to other Buyers and in the comparison matrix and competitive analyses shown to the Seller and Broker.

You acknowledge that the hybrid disclosure model embeds an economic claim about how to balance seller leverage with buyer information. It is a designed feature, not a measured truth. Evenhand makes no representation that the hybrid disclosure model produces optimal outcomes for any particular Deal. You should consult with your professional advisors regarding auction strategy.

3.4 Multi-Party Structure

The Platform serves multiple parties to a single transaction simultaneously, with role-based access controls determining each party's visibility. By using the Platform, you acknowledge and agree that:

• other parties to the same Deal will have access to certain information you provide, as determined by access controls and applicable Deal configuration;
• Evenhand does not represent, advocate for, owe fiduciary duties to, or act on behalf of any party in a transaction;
• Evenhand's role is limited to providing the Platform and does not extend to facilitating, negotiating, or advising on any aspect of any transaction;
• the interests of different parties may conflict, and Evenhand has no obligation to resolve, mediate, or disclose any such conflicts except as expressly provided in these Terms; and
• the conflict-of-interest detection feature for Service Providers and the multi-role IP-collision detection feature are advisory only and do not transfer any duty of identification or resolution from you to Evenhand.

4. Accounts and Registration

4.1 Account Creation

To use the Platform, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly to keep it accurate. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

4.2 Brokerage Accounts

Brokerages establish organizational accounts administered by one or more Brokerage Administrators (or, where present, Brokerage Managers). The Brokerage is responsible for:

• authorizing and managing the individual Broker Users who operate under its Brokerage Account, including assignment to specific Deals;
• ensuring that all Broker Users comply with these Terms, the AUP, and applicable law;
• maintaining appropriate internal controls over Broker Users' access and use of the Platform;
• maintaining all professional licenses, registrations, and regulatory approvals required by applicable law for its brokerage activities; and
• all activity conducted through its Brokerage Account.

The individual or entity that establishes the Brokerage Account represents and warrants that they have the authority to bind the Brokerage to these Terms.

4.3 Deal Participant Accounts

Buyers, Sellers, Service Providers, and Post-Close Observers create individual accounts that are independent of any Brokerage Account. A Deal Participant gains access to a specific Deal only when linked via an invitation from an authorized party. A single Deal Participant account may be linked to multiple Deals across multiple Brokerages simultaneously.

Deal Participants do not become members of any Brokerage's organizational account. The relationship between a Deal Participant and any Brokerage is governed by their separate agreements (such as buyer representation agreements or listing agreements), not by these Terms.

4.4 Service Provider Accounts

Service Providers are professionals invited to specific Deals by Buyers, Sellers, or Broker Users. Service Provider access is scoped to the specific Deal and limited to the data and workflows that the inviting party has authorized. Service Providers acknowledge that:

• their access is granted and may be revoked by the inviting party;
• they may be subject to additional confidentiality, conflict-of-interest, fiduciary, and other obligations arising from their professional licenses, engagement agreements, or applicable law, which obligations continue to apply notwithstanding the access controls implemented in the Platform;
• the Platform may detect and flag potential conflicts of interest where a Service Provider is invited by opposing parties on the same Deal, and both parties will be notified — but the existence, scope, and resolution of any actual conflict is the responsibility of the Service Provider and the parties, not Evenhand;
• the Platform may also flag situations where one IP address is associated with both a Broker User and a Deal Participant, as an advisory signal regarding possible undisclosed conflicts; and
• the Platform does not provide professional-liability insurance, professional licensing, or other indicia of professional engagement to any Service Provider — it is a workspace.

4.5 Direct Seller Accounts

A Direct Seller may onboard without a Brokerage and self-serve listing creation. Direct Sellers are subject to all provisions of these Terms applicable to Sellers, and additionally:

• acknowledge that no Broker is acting on their behalf within the Platform;
• bear sole responsibility for compliance with any state-level brokerage-licensing rules that may apply to their activities;
• may invite Service Providers and Buyers directly; and
• may not represent to other Users that any Broker is engaged on the Deal.

4.6 Account Security

You are responsible for safeguarding your login credentials, MFA factors, recovery codes, API keys, MCP access tokens, and any OAuth tokens granted in connection with integrations. You must notify Evenhand immediately at security@evenhandhq.com if you become aware of any unauthorized use or breach. Evenhand will not be liable for any loss arising from your failure to maintain the security of your credentials.

Evenhand may require multi-factor authentication for access to the Platform and may impose additional security requirements (e.g., hardware-key requirements for administrative roles) at any time.

4.7 Single Account Per Person

Each User must hold no more than one personal account. Creating multiple personal accounts for one individual, or operating accounts under names other than your own, is prohibited unless expressly permitted by Evenhand in writing. Brokerages may hold separate Brokerage Accounts for each legal entity they operate.

5. Deal Data and Access Controls

5.1 Ownership of Deal Data

As between Evenhand and Users, Users retain ownership of all Deal Data they upload to or create on the Platform. By uploading or submitting Deal Data, you grant Evenhand the licenses in Section 6 solely for the purposes described therein.

Where Deal Data is contributed by multiple parties (e.g., a comparison matrix derived from Seller Preferences and multiple Buyer Offers), each contributing party retains ownership of its contribution; the Platform's combined-output rendering is licensed to all Deal participants for their use in connection with the Deal.

5.2 Access Controls and Visibility

The Platform implements role-based access controls enforced at the database layer via Row-Level Security. These controls include:

Seller visibility. Sellers can view their own Preferences, all Buyer Offers submitted for their Deal, the comparison matrix, due diligence progress, and certain shared findings designated as visible to the Seller. Sellers cannot view internal competitive-position assessments shown to individual Buyers, internal buyer-team analyses, or the financing-stack details Buyers maintain about their funding sources.

Buyer visibility. Buyers can view the Seller's declared Preferences (as disclosed through the Platform), their own submitted offer and revisions, their competitive position relative to other Buyers as expressed through aggregated signals, due diligence progress, verified-financing badges where applicable, and findings shared with them. Buyers cannot view other Buyers' specific offer terms, identities, or count, except as disclosed through the Platform's signals.

Broker visibility. Broker Users see Deal contents only for Deals to which they are personally assigned or which they created. Brokerage Administrators retain org-wide visibility on administrative records (Deal lists, participant lists, broker assignments, billing) but do not see Deal contents (preferences, offers, QoE outputs) without a personal Deal assignment. Brokerage Managers inherit Administrator reads and additionally control manager-only configuration (integration credentials, analytics settings, API keys, webhooks, commission management, NDA templates, document-prep templates).

Service Provider visibility. Service Providers see only the Deal Data the inviting party has expressly authorized.

Post-Close Observer visibility. Post-Close Observers see only the earnout and seller-note tracker records on a Deal. Their access expires automatically when every milestone or payment is complete or past-due.

5.3 Hybrid Disclosure Model

See Section 3.3.

5.4 Tamper Evidence and Append-Only Posture

LOIs, key submissions, and audit records are time-stamped and hash-chained to provide a verifiable record of submission order and content integrity. QoE financial uploads are append-only: a revision to a previously submitted financial period creates a new row that explicitly supersedes the prior one, with a mandatory supersedes-reason, preserving the original for the buyer team's reference. Buyer offer revisions are similarly preserved as immutable history.

These mechanisms are designed to detect unauthorized modification and to support evidentiary use, but do not constitute a legal certification, digital signature, qualified e-signature, or notarization of any submission. Where parties require a legally binding e-signature on a closing document (e.g., a purchase agreement), the E-Signature Adapter provides that via Dropbox Sign or DocuSign.

5.5 Buyer Offer Attestation

Each Buyer offer submission and each revision requires Buyer acceptance of an in-product attestation. The attestation:

• is presented in versioned form, with the active version identified in your account at the time of submission;
• captures the version identifier, the timestamp, the IP address from which the submission originated, the user-agent string, and a SHA-256 hash of the attestation body at the moment of acceptance;
• is recorded in the audit log on a hash-chained row; and
• includes representations regarding the offer's bona fide and independent character, in the form set out at https://evenhandhq.com/legal/buyer-offer-attestation (and as the same may be versioned and updated from time to time, with each version preserved at that URL or a successor URL).

Legal effect. False or knowingly misleading attestations submitted through this mechanism may give rise to civil claims (including for fraud, tortious interference, and contractual indemnification under Section 16) and may, under applicable law, give rise to criminal exposure. Evenhand will preserve attestation records and supporting metadata in accordance with Section 8 and the Privacy Policy and will, in response to a lawful subpoena or other compulsory process, produce them.

5.6 Multi-Role Collision Detection

The Platform records IP addresses associated with sign-in events for the limited purpose of detecting when one IP simultaneously signs in as both a Broker User and a Deal Participant on the same Deal. The resulting flag is advisory and is reviewed by the relevant Brokerage. You may not, and you agree that you will not, use a single account or device to participate as both a Broker User and a Deal Participant on the same Deal, except where (i) you have disclosed the dual role to all other parties to the Deal in writing and (ii) such dual role is permitted by your professional and contractual obligations.

6. Licenses and Data Rights

6.1 License to Evenhand for Platform Operations

By uploading, submitting, or otherwise providing User Content or Deal Data, you grant Evenhand a non-exclusive, worldwide, royalty-free, fully paid-up license to use, reproduce, process, adapt, display, transmit, and (in the case of automated processing) modify such content solely as necessary to:

• operate, maintain, secure, and improve the Platform;
• provide the services you and other authorized Users have requested, including generating comparison matrices, competitive-position analyses, QoE analyses, findings dashboards, and due diligence tracking;
• route content to Sub-Processors under written agreement (including, for in-product PDF extraction and column mapping, transmission to the AI Sub-Processor identified in the Privacy Policy);
• transmit content to your authorized third-party integrations (calendar, accounting, document storage, e-signature, outbound webhooks);
• generate Aggregated Data as set out in Section 6.2 and Section 6.3;
• enforce these Terms, the AUP, and applicable law; and
• provide technical support and resolve issues related to the Platform.

This license continues for the duration of your use of the Platform and for a reasonable period thereafter as necessary to fulfill the purposes described above, after which Evenhand will retain only Aggregated Data and any records required for legal compliance.

6.2 License to Evenhand for Aggregated Data

You grant Evenhand a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable license to create, use, reproduce, distribute, display, perform, modify, and create derivative works from Aggregated Data derived from your Deal Data and Platform usage.

This license permits Evenhand to use Aggregated Data for any lawful purpose related to the small business M&A market and adjacent professional services, including:

• developing and publishing anonymized benchmark reports and market analyses (deal terms, deal structures, pricing trends, transaction patterns);
• creating and distributing statistical analyses of deal outcomes, QoE finding patterns, due diligence patterns, and related metrics;
• improving the Platform's features, algorithms, scoring models, and analytical tools;
• developing new products, services, and data offerings;
• conducting and publishing academic, industry, or market research; and
• training, validating, and improving Evenhand-owned machine-learning models and analytical tools used within the Platform or Evenhand's other products and services.

This license survives termination of your account, termination of these Terms, and the closure of any Deal. You acknowledge that this license is a material term, that Evenhand's ability to create and commercialize Aggregated Data is integral to Evenhand's business model, and that Evenhand may invest significant resources in reliance on this license.

Scope limitations. The Aggregated Data license does not authorize:

• training of any third-party AI provider's base or general-purpose models on identifiable customer Deal Data;
• sublicensing of Aggregated Data to direct competitors of a specific customer in a manner specifically targeted at that customer;
• creation of Aggregated Data products that disclose information about identifiable Deals or parties by recombination, where such recombination would defeat the de-identification standards in Section 6.3.

6.3 Aggregation Standards

Evenhand commits to the following standards when creating and using Aggregated Data:

• De-identification. Aggregated Data will be processed to remove or obscure any information that could reasonably be used to identify a specific User, Deal, business, buyer, seller, or other party. De-identification will meet or exceed the standards in applicable U.S. privacy laws, including the CCPA/CPRA and the comprehensive privacy statutes of other U.S. states (as referenced in the Privacy Policy).
• Minimum aggregation thresholds. Evenhand will not publish or distribute any data product, benchmark, or analysis derived from Aggregated Data unless the underlying dataset includes a sufficient number of transactions to prevent re-identification through inference. Evenhand will establish and maintain internal policies governing minimum sample sizes.
• No re-identification. Evenhand will not attempt to re-identify any individual, Deal, or business from Aggregated Data, and will not knowingly permit any third party to do so. Evenhand will contractually prohibit any sublicensee from attempting re-identification.
• No individual opt-out for aggregated use. Because Aggregated Data is, by definition, not personally identifiable, individual opt-out rights do not apply to Aggregated Data. Your rights regarding personally identifiable information are governed by the Privacy Policy.

6.4 License From Evenhand to You

Subject to your compliance with these Terms, Evenhand grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purpose in connection with the management of business acquisition transactions. The Documentation is licensed for internal reference use only.

6.5 AI-Specific Terms

Some Platform features are powered by AI, including AI-assisted PDF extraction and column mapping for QoE uploads. With respect to these features:

• Inputs. You retain all rights in the materials you submit ("Inputs"), subject to Sections 6.1 and 6.2.
• Outputs. As between you and Evenhand, you own the Output generated specifically in response to your Inputs, subject to Evenhand's rights in the Platform itself, in the Aggregated Data, and in the AI models and software that produced the Output. Because AI Outputs may not be unique and similar Outputs may be produced for other Users from similar Inputs, you acknowledge that you do not own any AI Output as against any other person who has independently received similar Output.
• No training on your Inputs by the AI Sub-Processor. Under our agreement with the AI Sub-Processor identified in the Privacy Policy, the AI Sub-Processor does not use your Inputs or the resulting Outputs to train its base or general-purpose models. This commitment is captured by reference and may be updated as the AI Sub-Processor's terms evolve; we will notify Brokerages of any material change.
• No reliance. You agree not to rely on AI Outputs as a substitute for professional advice. AI Outputs may contain errors, omissions, hallucinations, or misclassifications. You must independently verify any AI Output before relying on it for any decision.
• Restricted Inputs. You agree not to submit, through any AI-assisted feature, content for which you do not have the necessary rights, content prohibited by the AUP, or content whose processing by the AI Sub-Processor would violate applicable law.

6.6 No Other Rights

Except as expressly set forth in these Terms, no rights or licenses are granted, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

7. Deal Lifecycle and Data Retention

7.1 Deal States

Each Deal progresses through defined states, currently including (without limitation): draft, accepting_offers, exclusive (LOI accepted), in_diligence, closing, closed, and the terminal dead. Exclusivity is treated as a persistent attribute of the Deal rather than a state, and is surfaced via a dedicated UI badge. The Broker User managing the Deal controls state transitions, subject to platform-imposed restrictions.

7.2 Access Upon Buyer Non-Selection or Deal Closure

When a Buyer is not selected and another Buyer is granted exclusivity, the non-selected Buyer's access to the Deal is revoked immediately at the application layer. The non-selected Buyer's account remains active and may continue to participate in other Deals. For seven (7) days following revocation, the non-selected Buyer will be entitled to access — via a tokenized, single-use email link — a downloadable PDF export of their own submitted offer history.

When a Deal is marked closed (whether by completion, termination, or withdrawal):

• Deal Participant access is revoked. Buyers, Sellers, and Service Providers linked to the closed Deal lose access. Their accounts remain active.
• Broker access is retained. Broker Users retain access for record-keeping, audit, and compliance purposes, subject to the Brokerage's continued subscription.
• Export period. Active Deal Participants will be given thirty (30) calendar days following closure notification to export the Deal Data to which they had access prior to closure, after which Deal Participant access is permanently revoked.
• Post-Close Observers. Where created, Post-Close Observer access extends only to earnout and seller-note tracker records and is independently subject to expiry under Section 5.2.

7.3 Data Retention After Closure

Following Deal closure, Evenhand retains Deal Data as follows:

• Identified Deal Data. Retained for seven (7) years following closure, or longer as required by applicable law, regulation, or legal process. This retention supports Brokerage access, compliance, audit, and dispute resolution.
• Aggregated Data. Retained indefinitely pursuant to Section 6.2.
• Audit logs. Retained for a minimum of seven (7) years following closure.
• Closed Deal Snapshots. Retained as immutable records for benchmark and analytical purposes; the records become Aggregated Data once de-identification thresholds are met.

7.4 Data Deletion Requests

Deal Participants may request deletion of their personally identifiable information from Evenhand's systems in accordance with the Privacy Policy and applicable law. Such requests will not affect:

• Aggregated Data from which the requesting party's information cannot be individually extracted;
• Deal Data Evenhand is required to retain by law, regulation, or contractual obligation;
• Audit logs, which are immutable;
• Deal Data that other parties are entitled to access; or
• Data subject to litigation hold.

Evenhand will process valid deletion requests within the timeframes required by applicable law and notify the requesting party of any data that cannot be deleted and the legal basis for retention.

7.5 Brokerage Subscription Termination

Termination of a Brokerage Subscription does not by itself cause deletion of Deal Data. Broker Users will retain read access (where the Brokerage's subscription supports it) for the retention periods in Section 7.3, or the Brokerage may request export of its Deal Data in machine-readable form during a thirty (30) day export window following termination. Following the export window, the Brokerage's Broker User access ceases, but Deal Data is retained as described above for the remaining retention period.

7.6 Export Format

Where this Section refers to export, exports are provided in commonly used machine-readable formats (CSV, JSON, or PDF, as appropriate to the data type). Exports do not include Aggregated Data (which is not the User's data), system audit logs (which are Evenhand's), or any information about other Users that the requesting User would not have been entitled to access in the Platform.

8. Quality of Earnings, Financial Analysis, and Other Outputs

8.1 Nature of QoE Tools

The Platform provides a self-guided QoE framework spanning multiple categories (financial, commercial, operational, legal, human resources, IP/IT, real estate, regulatory) and associated tools. These tools include:

• structured checklists of data and document categories to request from the Seller;
• automated analysis of uploaded financial data, including trend identification, normalization adjustments, ratio calculations, anomaly detection, proof-of-cash reconciliation, customer concentration analysis, and A/R and A/P aging;
• accounting-snapshot integration with QuickBooks Online, Xero, and NetSuite when authorized by the Seller;
• a shared progress dashboard;
• a findings dashboard supporting both buyer-internal and seller-shared findings; and
• per-category buyer-team and service-provider access controls.

8.2 Limitations of QoE and Other Analytic Tools

Outputs of the QoE tools — and all other automated analyses, scores, signals, badges, and findings produced by the Platform — are informational aids, not professional advisory services. They:

• do not constitute a quality of earnings report, audit, review, compilation, attestation engagement, valuation opinion, fairness opinion, or any other form of professional engagement;
• are not a substitute for engagement of a qualified certified public accountant, attorney, financial advisor, or other licensed professional to perform independent due diligence and analysis;
• depend on the accuracy, completeness, and authenticity of the data uploaded by Users or returned by authorized integrations, none of which Evenhand independently verifies;
• may contain errors, omissions, inaccuracies, or hallucinations attributable to (i) limitations in the data provided, (ii) the analytical models and AI components used, (iii) the inherent complexity of financial and legal analysis, and (iv) the bounded scope of the framework itself; and
• should not be the sole basis for any acquisition decision.

Evenhand strongly recommends that Buyers engage qualified professional advisors to conduct independent diligence on any prospective acquisition.

8.3 Append-Only Posture for Financial Data

Financial uploads to the QoE feature are append-only: superseding a previous upload requires an explicit user action with a stated supersedes-reason, captured in the audit log. The original upload is preserved and remains visible to the buyer team. This mechanism is part of the Platform's integrity posture and is described to all Deal participants.

8.4 Shared Visibility

The diligence progress dashboard is visible to all Deal parties with appropriate access. This is a core feature designed to reduce information asymmetry. By participating in a Deal, you consent to this shared visibility of due diligence progress (though not necessarily the underlying financial data or analysis results, which are subject to access controls).

8.5 Buyer Self-Serve QoE Subscription

The Buyer Self-Serve QoE Subscription is available at $999 per Deal or $2,999 annually (or as otherwise published from time to time). The annual subscription entitles the Buyer to use buyer-side QoE features across all Deals to which the Buyer is invited during the subscription term. Cancellation, refund, and renewal terms are set out in Section 12.

9. User Conduct and Acceptable Use

9.1 General Conduct

You agree to use the Platform only for its intended purpose, in compliance with these Terms, the AUP (incorporated by reference), all applicable laws and regulations, and any applicable professional standards or codes of conduct. You shall not use the Platform in any manner that is deceptive, harmful, or disruptive to other Users, the Platform, or Evenhand.

9.2 Prohibited Activities

Without limiting Section 9.1, you agree not to:

• submit fraudulent, materially misleading, or intentionally inaccurate information, including false LOIs, fabricated financial data, fabricated prequalification documents, or misrepresented buyer qualifications;
• submit a false buyer offer attestation under Section 5.5;
• use information obtained through the Platform to contact a Seller or Buyer directly for the purpose of circumventing a Broker or the Platform, except where the information was independently obtained or such direct contact is permitted by a separate written agreement among the relevant parties;
• access or attempt to access Deal Data, accounts, configurations, or features for which you have not been authorized;
• share your account credentials with any other person, or allow any other person to access your account;
• generate, share, or sell API keys, MCP access tokens, or OAuth tokens beyond your authorized use;
• use any automated means (bots, crawlers, scrapers, scripts) to access the Platform except (i) through the public REST API or MCP as authorized, or (ii) for read-only public marketing pages with reasonable rate-limiting and robots.txt compliance;
• reverse-engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or data models of the Platform, except as expressly permitted by applicable law that cannot be waived by contract;
• interfere with or disrupt the integrity, security, availability, or performance of the Platform or its underlying infrastructure;
• use the Platform to transmit malware, viruses, exploits, or harmful code;
• attempt to bypass any security mechanism, rate limit, RLS policy, or access control;
• reproduce, distribute, or create derivative works based on the Platform or any content provided through the Platform except as expressly permitted;
• use the Platform for any purpose unlawful or violating any third-party right;
• use the Platform to engage in any transaction, party, or counterparty subject to sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or any other applicable sanctions regime;
• use the Platform in any country or by any person prohibited under U.S. export-control laws (including the Export Administration Regulations and the International Traffic in Arms Regulations);
• attempt to re-identify any individual, Deal, or business from Aggregated Data; or
• encourage, facilitate, or assist any third party in doing any of the foregoing.

9.3 Data Integrity

You are responsible for the accuracy and completeness of all information you submit. Evenhand does not independently verify User-submitted data, except through the limited integrity signals described in these Terms and in the Privacy Policy. You should correct errors promptly using the Platform's editing features (subject to the append-only posture for certain financial uploads, where correction proceeds by superseding the prior row with an explicit reason).

9.4 Enforcement

Evenhand reserves the right, in its sole discretion, to investigate and take appropriate action in response to any violation or suspected violation of these Terms or the AUP, including suspending or terminating access, removing User Content (where consistent with these Terms and applicable law), reporting violations to law enforcement, and pursuing any remedies available at law or in equity. Where practicable, Evenhand will provide reasonable notice and opportunity to cure non-material breaches before suspension or termination.

9.5 No Vigilante Justice

If you identify a security vulnerability or suspected misuse by another User, contact security@evenhandhq.com. Do not exploit the vulnerability, do not access other Users' data, and do not engage in self-help measures. Section 9.5 is the safe-harbor pathway for good-faith disclosure.

10. Confidentiality

10.1 Confidentiality Obligations

Users who access Confidential Information through the Platform agree to:

• use Confidential Information solely in connection with evaluating or participating in the applicable Deal;
• not disclose Confidential Information to any person or entity other than those with a legitimate need to know in connection with the Deal and who are bound by confidentiality obligations at least as protective as those in these Terms;
• protect Confidential Information using at least the same degree of care used to protect their own confidential information of comparable sensitivity, but in no event less than reasonable care; and
• promptly notify the disclosing party and Evenhand of any unauthorized disclosure or use.

10.2 Click-Through Non-Disclosure Agreements

The Platform may require Users to accept a separate click-through Non-Disclosure Agreement before accessing certain Deal Data, including a Buyer NDA, a Service Provider NDA, or any Brokerage-specific NDA template configured by the Brokerage. These click-through agreements supplement, and do not limit, the confidentiality obligations in these Terms. In the event of conflict between a click-through NDA and these Terms, the more protective provision controls.

Where the Platform records and stores executed e-signatures of click-through NDAs (via the E-Signature Adapter), the resulting signed PDF and metadata become part of the audit record.

10.3 Exceptions

Confidentiality obligations under this Section 10 do not apply to information that:

• is or becomes publicly available through no fault of the receiving party;
• was already known to the receiving party prior to disclosure through the Platform, as evidenced by written records pre-dating disclosure;
• is independently developed by the receiving party without use of or reference to the Confidential Information;
• is received from a third party not under an obligation of confidentiality with respect to such information; or
• is required to be disclosed by applicable law, regulation, or legal process, provided that, where legally permitted, the receiving party gives the disclosing party prompt written notice of the requirement and cooperates with efforts to obtain protective treatment.

10.4 Duration

Confidentiality obligations survive termination of these Terms, closure of any Deal, and revocation of any User's access, and remain in effect:

• with respect to information that constitutes a "trade secret" under applicable law (which includes, by way of example, the Seller's true financial figures, customer identities, and similar competitively sensitive information): indefinitely, for so long as the information continues to qualify as a trade secret;
• with respect to all other Confidential Information: for a period of five (5) years following the date on which the Confidential Information was last accessed through the Platform; and
• with respect to personal information (as defined in the Privacy Policy): as long as required by applicable privacy law, which may extend beyond the periods above.

10.5 Required Return or Destruction

On termination of access, on closure of a Deal, or on written request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information in its possession, except where retention is required by law or by the Platform's audit-log and retention scheme. The Platform's records constitute the recipient's "destruction" of in-product Confidential Information from the moment of access revocation.

11. Intellectual Property

11.1 Evenhand's Intellectual Property

The Platform — including all software, code, algorithms, data models, scoring systems, user interfaces, designs, documentation, training data for Evenhand-owned models, and other materials Evenhand provides — is the exclusive property of Evenhand or its licensors and is protected by applicable intellectual property laws. Nothing in these Terms transfers any ownership of Evenhand's Intellectual Property Rights.

11.2 User Intellectual Property

Except for the licenses expressly granted in Section 6, nothing in these Terms transfers any ownership of your Intellectual Property Rights or User Content to Evenhand. You retain all rights in your User Content, subject to the licenses granted herein.

11.3 Feedback

If you provide Evenhand with any feedback, suggestions, ideas, comments, or recommendations regarding the Platform ("Feedback"), you grant Evenhand a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose without restriction, attribution, or compensation. You represent that any Feedback you provide is your own (or you have the rights to provide it) and that disclosing it to us does not violate any obligation you owe to a third party.

11.4 Trademarks

"Evenhand," the Evenhand logo (in both primary and editorial variants), the Evenhand wordmark, and all related names, logos, product and service names, designs, and slogans are trademarks of Evenhand LLC and may be registered or pending registration in various jurisdictions. You may not use such marks without Evenhand's prior written consent, except for nominative fair use referring to the Platform itself. All other names, logos, and trademarks are the property of their respective owners.

11.5 Copyright — DMCA Notice and Takedown

If you believe that material accessible through the Platform infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, to our designated agent:

Evenhand LLC — Copyright Agent [Physical address — to be inserted] Washington, United States legal@evenhandhq.com

The designated agent's contact information is also on file with the U.S. Copyright Office DMCA directory at https://www.copyright.gov/dmca-directory/.

A valid DMCA notice must include the elements specified in 17 U.S.C. § 512(c)(3). We will respond to valid notices in accordance with the DMCA. If we remove material in response to a notice, the User who posted the material will have the opportunity to submit a counter-notification. Repeat infringers will have their accounts terminated in accordance with our repeat-infringer policy.

12. Fees and Payment

12.1 Brokerage Subscription Fees

Brokerages pay subscription fees in accordance with the pricing plan selected at enrollment or as subsequently agreed in an Order Form. Fees are billed in advance on a monthly or annual basis as specified at the time of subscription. All fees are non-refundable except as expressly provided in these Terms, in an applicable Order Form, or as required by applicable law.

12.2 Buyer Self-Serve QoE Subscription

Buyers may purchase a Buyer Self-Serve QoE Subscription on a per-Deal basis ($999 per Deal) or an annual basis ($2,999 per year), or at such other prices as Evenhand may publish from time to time.

• Per-Deal subscriptions entitle the Buyer to use buyer-side QoE features on the specified Deal until the Deal closes or the Buyer's access is revoked.
• Annual subscriptions entitle the Buyer to use buyer-side QoE features across all Deals to which the Buyer is invited during the subscription term, with annual subscriptions activating immediately and fanning out entitlements to the Buyer's existing eligible Deals.
• Refunds of per-Deal subscriptions are available within seven (7) days of purchase if no QoE financial data has been uploaded for that Deal at the time of the refund request. Refunds of annual subscriptions are available within seven (7) days of initial purchase only and only if no QoE financial data has been uploaded on any Deal under the subscription. Stripe processes refunds; we may pre-check QoE upload status before honoring a refund.
• Per Section 7.2, if a Buyer's access to a Deal is revoked, any per-Deal QoE subscription for that Deal terminates simultaneously; no refund is provided for revocation arising from Buyer breach.

12.3 Free Buyer, Seller, and Service Provider Access

Buyers (apart from optional QoE subscriptions), Sellers, and Service Providers access the Platform at no charge when acting in a Deal under the Brokerage's managed deal process or under self-serve. Evenhand reserves the right to introduce additional fees with prior notice.

12.4 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and governmental charges (excluding taxes based on Evenhand's net income) arising from your use of the Platform or payment of fees. Evenhand will collect and remit sales tax where required.

12.5 Auto-Renewal and Cancellation

Subscriptions renew automatically at the end of each subscription term unless canceled at least one (1) day before the end of the then-current term through the in-product billing settings or by emailing billing@evenhandhq.com. For California residents and other jurisdictions where required, you will receive renewal reminders prior to renewal in accordance with applicable auto-renewal statutes (including California Business and Professions Code § 17600 et seq.). You may cancel auto-renewal at any time without canceling the current subscription; access continues through the end of the term.

12.6 Late Payment

If any fee is not paid when due, Evenhand may charge interest on the overdue amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, plus reasonable collection costs. Evenhand may suspend access to the Platform for any account with fees overdue by more than thirty (30) days, subject to reasonable notice and an opportunity to cure.

12.7 Changes to Fees

Evenhand may change its fees on at least sixty (60) days' prior written notice to affected Brokerages and paying Buyers. Fee changes take effect at the start of the next billing period after the notice period. If you do not agree to a fee change, you may terminate your subscription before the new fees take effect; fees prepaid for the current term are not affected.

12.8 No Transaction or Success Fees

Evenhand charges subscription fees only. Evenhand does not charge any transaction fee, success fee, or percentage-of-deal-value fee for any Deal closed through the Platform. (This is a statement of current policy. Any future change requires an amendment to these Terms or an Order Form expressly waiving this Section.)

13. Privacy and Data Protection

Evenhand's collection, use, and disclosure of personal information is governed by the Privacy Policy, available at https://evenhandhq.com/privacy, incorporated into these Terms by reference. By using the Platform, you acknowledge you have read the Privacy Policy.

In the event of conflict between these Terms and the Privacy Policy regarding personal information, the Privacy Policy controls, except with respect to the Aggregated Data license in Section 6.2, which is governed exclusively by these Terms.

13.1 Data Processing Addendum

A Data Processing Addendum is available for Brokerages whose processing of personal information through the Platform implicates the CCPA/CPRA service-provider requirements or comparable U.S. state privacy law requirements for a written processing agreement. Brokerages may request the DPA at legal@evenhandhq.com. Once executed, the DPA supplements these Terms and takes precedence over them for matters relating to the processing of personal information.

13.2 Business Associate Agreements

The Platform is not designed for processing of Protected Health Information ("PHI") under the U.S. Health Insurance Portability and Accountability Act ("HIPAA"). Evenhand does not currently offer a Business Associate Agreement. You agree not to upload PHI to the Platform.

14. API, MCP, and Webhooks

14.1 Access

Evenhand offers programmatic access to certain Platform features via:

• a public REST API ("API") at endpoints under /api/v1/, authenticated by SHA-256-hashed bearer tokens managed by Brokerage Managers;
• a Model Context Protocol server ("MCP Server") at /api/mcp/v1/server, authenticated by user-owned access tokens issued via OAuth 2.1 with PKCE; and
• outbound webhooks ("Webhooks") that transmit event payloads to Brokerage-configured endpoints.

Use of the API, MCP Server, and Webhooks is governed by these Terms and any additional terms set out in the developer documentation at developers.evenhandhq.com (the "Developer Documentation").

14.2 Authorized Use

You may use the API and MCP Server only for the legitimate operation of the Brokerage's or User's business in connection with the Platform. You must:

• protect API keys and MCP access tokens as you would any other credential, and not share them with unauthorized persons;
• comply with published rate limits (subject to change with reasonable notice);
• not use the API or MCP Server to (i) circumvent any Platform security mechanism, RLS policy, or access control, (ii) scrape Aggregated Data or attempt re-identification, (iii) build a competing product through systematic copying of Platform features, or (iv) violate the AUP;
• promptly revoke any access token that is compromised or whose holder is no longer authorized;
• write Audit log entries for MCP write actions as the Platform requires; and
• accept that the MCP Server's write tools are gated by per-tool grants and per-Deal opt-ins under the principal's authority.

14.3 MCP-Specific Provisions

The MCP Server enables an MCP client (including AI assistants and similar tools) to interact with the Platform on behalf of an authenticated User. By using the MCP Server, you acknowledge that:

• the MCP client is acting as your delegate; you are responsible for its actions as if they were your own;
• write operations are scope-gated, tool-gated, and Deal-opt-in-gated, but the choice of an automated client carries inherent risk that the client may misinterpret instructions or context;
• you must not configure an MCP client to attempt actions you would not be authorized to perform yourself; and
• access tokens are user-owned and personal — even Brokerage Managers cannot read another User's MCP tokens or session data.

14.4 Webhooks

When a Brokerage configures an outbound Webhook subscription:

• the configured endpoint receives signed event payloads from the Platform;
• the configured endpoint is the Brokerage's chosen recipient and Evenhand has no control over what happens to event data after transmission;
• the Brokerage is responsible for ensuring that the endpoint is operated lawfully and securely, including with respect to any privacy obligations downstream;
• Evenhand will use commercially reasonable efforts to deliver events, retry on failure within published limits, and surface delivery health, but Evenhand is not liable for non-receipt or misuse of event data by the configured endpoint; and
• the Webhook signing key must be protected as a credential by the Brokerage.

14.5 Deprecation, Versioning, and Discontinuance

Evenhand will use reasonable efforts to maintain stable API and MCP interfaces. We may modify, version, deprecate, or discontinue API endpoints, MCP tools, or webhook event types with reasonable advance notice (generally, ninety (90) days for material breaking changes, less for security-driven changes). The Developer Documentation reflects the current published surface; we are not bound by undocumented behavior.

14.6 No SLA Unless Agreed

Unless expressly stated in an Order Form, no service level agreement applies to API, MCP, or Webhook availability. We will use commercially reasonable efforts to provide reliable availability.

15. Disclaimers of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVENHAND DISCLAIMS ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

WITHOUT LIMITING THE FOREGOING, EVENHAND DOES NOT WARRANT THAT:

• THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• DEFECTS WILL BE CORRECTED;
• ANY ANALYSES, SCORES, RANKINGS, SIGNALS, BADGES, FINDINGS, MAPPINGS, OR OTHER OUTPUTS WILL BE ACCURATE, RELIABLE, COMPLETE, FREE FROM HALLUCINATION, OR FIT FOR ANY USE;
• THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• ANY DATA STORED ON OR TRANSMITTED THROUGH THE PLATFORM WILL NOT BE LOST, CORRUPTED, OR DESTROYED;
• ANY THIRD-PARTY INTEGRATION (CALENDAR, ACCOUNTING, DOCUMENT STORAGE, E-SIGNATURE, PAYMENTS) WILL BE AVAILABLE, ACCURATE, OR FREE FROM DEFECT — EACH INTEGRATION IS OFFERED AS A CONVENIENCE AND IS SUBJECT TO THE THIRD PARTY'S OWN TERMS; OR
• ANY OUTPUT GENERATED BY ARTIFICIAL INTELLIGENCE COMPONENTS WILL BE FREE FROM ERROR, BIAS, OR HALLUCINATION.

YOU ACKNOWLEDGE THAT THE PLATFORM IS A TOOL TO ASSIST IN DEAL MANAGEMENT AND DOES NOT REPLACE THE INDEPENDENT JUDGMENT OF QUALIFIED PROFESSIONAL ADVISORS. ANY RELIANCE ON PLATFORM OUTPUTS IS AT YOUR SOLE RISK.

Security Certifications. Evenhand has not completed a SOC 2 audit, ISO 27001 certification, or independent third-party penetration test. You acknowledge this status and accept the Platform on its current security posture, as further described in the Privacy Policy.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent such warranties cannot be excluded, they are limited to the maximum extent permitted by applicable law.

16. Limitation of Liability

16.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EVENHAND, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING (WITHOUT LIMITATION) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, ACQUISITION VALUE, FAILED OR LOST DEALS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE) AND REGARDLESS OF WHETHER EVENHAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVENHAND'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM, ACROSS ALL CLAIMS AND ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU (OR, IF YOU ARE A DEAL PARTICIPANT WHO DOES NOT PAY FEES, BY THE BROKERAGE MANAGING YOUR DEAL) TO EVENHAND DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

16.3 Essential Basis

THE LIMITATIONS OF LIABILITY IN THIS SECTION 16 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND EVENHAND. EVENHAND WOULD NOT PROVIDE THE PLATFORM WITHOUT THESE LIMITATIONS. THEY APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, EVENHAND'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

16.4 No Liability for Deal Outcomes or Third-Party Acts

EVENHAND SHALL HAVE NO LIABILITY WHATSOEVER FOR:

• THE OUTCOME OF ANY DEAL OR TRANSACTION, INCLUDING THE FAILURE OF ANY DEAL TO CLOSE;
• ANY LOSS, DAMAGE, OR LIABILITY INCURRED IN CONNECTION WITH ANY DEAL;
• THE ACCURACY, COMPLETENESS, OR AUTHENTICITY OF INFORMATION PROVIDED BY ANY USER, FINANCING ISSUER, OR THIRD-PARTY INTEGRATION;
• THE ACTS OR OMISSIONS OF ANY USER, SERVICE PROVIDER, BROKERAGE, BUYER, SELLER, FINANCING ISSUER, OR OTHER THIRD PARTY;
• THE AVAILABILITY, ACCURACY, OR ACTS OF ANY THIRD-PARTY INTEGRATION (INCLUDING THE AI SUB-PROCESSOR, ANY E-SIGNATURE PROVIDER, ANY ACCOUNTING PROVIDER, ANY CALENDAR PROVIDER, OR ANY DOCUMENT-STORAGE PROVIDER); OR
• ANY DECISION MADE BY ANY PARTY IN RELIANCE ON INFORMATION OBTAINED THROUGH THE PLATFORM.

16.5 Time-Limited Claims

You agree that any cause of action or claim arising out of or related to these Terms or the Platform must be commenced within one (1) year after the cause of action accrued or be permanently barred, except where applicable law prohibits such limitation, in which case the shortest period allowed by applicable law applies.

17. Indemnification

17.1 Indemnification by You

You agree to indemnify, defend, and hold harmless Evenhand, its officers, directors, members, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with:

• your use of the Platform;
• your violation of these Terms, the AUP, the Privacy Policy, any click-through NDA, or any DPA;
• your violation of any applicable law, regulation, or third-party right;
• any User Content you submit, including any inaccurate, fraudulent, misleading, infringing, or unlawful content;
• any Deal Data you upload, submit, or transmit;
• any false or knowingly misleading buyer offer attestation submitted by you under Section 5.5;
• any dispute between you and any other User or party to a Deal;
• your negligence, willful misconduct, or fraud; or
• your authorization of any third-party integration or your use of the API, MCP Server, or Webhooks.

17.2 Defense

Evenhand reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Evenhand's defense. You may not settle any claim that imposes any obligation on Evenhand or admits any fault by Evenhand without Evenhand's prior written consent.

17.3 Survival

This Section 17 survives termination of these Terms.

18. Dispute Resolution

18.1 Governing Law

These Terms and any dispute arising out of or in connection with these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal Resolution

Before initiating any formal dispute-resolution proceeding, you agree to attempt informal resolution by sending a written notice of dispute to Evenhand at legal@evenhandhq.com describing the nature and basis of the dispute and the specific relief sought. Evenhand will attempt to resolve the dispute informally within sixty (60) days. Either party may proceed with formal proceedings only after the sixty (60) day period expires.

18.3 Arbitration

Except as provided in Sections 18.5 and 18.6, and subject to the opt-out in Section 18.7, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved informally under Section 18.2 shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, or by JAMS under its Comprehensive Arbitration Rules and Procedures, as elected by the party initiating the arbitration. The arbitration shall be conducted by a single arbitrator in King County, Washington, or (at the consumer's election where applicable consumer-protection law permits) in the consumer's home county. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction. The arbitrator has the authority to grant any remedy that would be available in court, except where these Terms otherwise limit such remedies.

18.4 Class-Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE-RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST EVENHAND. IF THIS CLASS-ACTION WAIVER IS HELD UNENFORCEABLE AS TO ANY PARTICULAR CLAIM, THAT CLAIM SHALL BE SEVERED FROM THE ARBITRATION AND BROUGHT IN COURT, AND THE REMAINING CLAIMS SHALL CONTINUE TO BE ARBITRATED INDIVIDUALLY.

18.5 Mass-Arbitration Coordination

If twenty-five (25) or more claimants represented by the same or coordinated counsel commence arbitrations against Evenhand asserting substantially similar claims within a sixty (60) day period, the parties agree that AAA's or JAMS's mass-arbitration procedures (or their successor procedures) shall govern, including provisions for batched proceedings, common-issue arbitrators, and stipulated bellwether cases. The intent of this provision is to enable cost-effective resolution of substantially similar claims while avoiding the procedural exploitation of individual arbitration at scale.

18.6 Small-Claims Exception; Injunctive Relief

Notwithstanding Section 18.3, either party may bring an individual action in small-claims court in King County, Washington (or any court of competent jurisdiction in the consumer's residence, where applicable law requires), provided the claim falls within the court's jurisdictional limits and is brought solely on an individual basis. Nothing in Section 18 prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property Rights, Confidential Information, or other proprietary rights.

18.7 Arbitration Opt-Out

You may opt out of the arbitration agreement in Section 18.3 (but not of the class-action waiver in Section 18.4, the small-claims exception in Section 18.6, the choice of law in Section 18.1, or the venue and other provisions of these Terms) by sending written notice of your election to opt out, signed by you, to legal@evenhandhq.com within thirty (30) days of (a) your initial acceptance of these Terms or (b) the effective date of any amendment to these Terms that materially modifies Section 18.3 in a manner adverse to you. The opt-out notice must include your name, your account email, and a clear statement that you are opting out of arbitration under these Terms. A valid opt-out is effective only for you (not your employer or any organization on whose behalf you also accept these Terms) and does not affect any other agreement. Disputes by Users who validly opt out are resolved in the courts identified in Section 18.8.

18.8 Courts; Venue

Where Section 18.3 does not apply (because of a valid opt-out, an excluded claim, or a court's holding that arbitration is unenforceable), the state and federal courts located in King County, Washington shall have exclusive jurisdiction, and the parties consent to personal jurisdiction and venue there.

18.9 No Jury Trial

EXCEPT FOR THE SMALL-CLAIMS EXCEPTION IN SECTION 18.6 AND TO THE EXTENT REQUIRED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM.

19. Termination

19.1 Termination by You

You may terminate your account at any time by contacting Evenhand at support@evenhandhq.com or by using in-product cancellation flows where available. If you are a Brokerage, termination of your Brokerage Account terminates all Broker User accounts under that Brokerage Account. Termination does not relieve you of obligations to pay fees accrued before termination, and prepaid fees are not refundable except as provided in Section 12.

19.2 Termination by Evenhand

Evenhand may suspend or terminate your access to the Platform, in whole or in part, at any time:

• for your breach of these Terms or the AUP;
• for failure to pay fees when due;
• for conduct that Evenhand reasonably believes is harmful to other Users, the Platform, or Evenhand's reputation or business interests;
• in response to a lawful order or request by law enforcement or other governmental authority;
• on discontinuance or material modification of the Platform; or
• for unexpected technical or security issues.

Where practicable, Evenhand will provide reasonable notice before suspension or termination. For material breach (including suspected fraud, false attestation, or security threat), Evenhand may suspend or terminate immediately without notice.

19.3 Effect of Termination

On termination of your account:

• your right to access and use the Platform immediately ceases;
• Evenhand will retain your data in accordance with Section 7 and the Privacy Policy;
• the Aggregated Data license in Section 6.2 survives;
• the following Sections survive termination: Section 2 (Definitions), Section 5.5 (Buyer Offer Attestation), Section 5.6 (Multi-Role Collision Detection), Section 6 (Licenses and Data Rights), Section 7 (Deal Lifecycle and Data Retention), Section 10 (Confidentiality), Section 11 (Intellectual Property), Section 13 (Privacy and Data Protection), Section 14 (API, MCP, and Webhooks — for compliance and audit), Section 15 (Disclaimers), Section 16 (Limitation of Liability), Section 17 (Indemnification), Section 18 (Dispute Resolution), Section 19.3 (Effect of Termination), and Section 20 (General Provisions); and
• where required by applicable law or by an executed Order Form, Evenhand will provide an export of your Deal Data within thirty (30) days of termination.

20. General Provisions

20.1 Modifications to Terms

Evenhand reserves the right to modify these Terms at any time. We will post the revised Terms on the Platform and update the "Last Updated" date. For Brokerages with active subscriptions and for paying Buyers, we will additionally provide at least thirty (30) days' prior written notice of material changes via email to the address associated with the account. "Material change" has the meaning given in Section 14 of the Privacy Policy and is interpreted consistently between the two documents.

Your continued use of the Platform after the effective date of revised Terms constitutes acceptance. If you do not agree to the revised Terms, you must stop using the Platform and may terminate your account. Where required by applicable law, we will obtain affirmative consent before applying material changes.

20.2 Beta and Preview Features

Evenhand may make features available labeled as "beta," "preview," "early access," "experimental," or similar (collectively, "Beta Features"). Beta Features are provided as-is, are not subject to the same quality, security, or availability commitments as generally available features (if any), and may be modified or removed at any time. Your use of Beta Features is at your own risk. Specific Beta Features may be governed by additional terms presented at the time of access.

20.3 Entire Agreement

These Terms, together with the Privacy Policy, the AUP, any executed Order Form, any executed DPA, and any click-through NDAs, constitute the entire agreement between you and Evenhand regarding the Platform and supersede all prior agreements, understandings, representations, and warranties, both written and oral.

20.4 Severability and Reformation

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

20.5 Waiver

The failure of Evenhand to enforce any right or provision shall not constitute a waiver. No waiver is effective unless in writing and signed by an authorized representative of Evenhand.

20.6 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Evenhand's prior written consent. Any purported assignment in violation is void. Evenhand may assign these Terms in connection with a merger, acquisition, reorganization, sale of substantially all assets, or similar transaction without your consent. In such an event, your data will be transferred to the successor under the same protections as those in the Privacy Policy.

20.7 Force Majeure

Evenhand shall not be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic or epidemic, war, terrorism, riots, civil unrest, governmental actions, sanctions, power failures, internet or telecommunications failures, cyberattacks, supply-chain disruption, or labor disputes.

20.8 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) sent by certified mail, return receipt requested, addressed to the parties at the addresses associated with their Platform accounts or as the party may designate.

Notices to Evenhand should be sent to:

Evenhand LLC Attn: Legal [Physical address — to be inserted] Washington, United States legal@evenhandhq.com

Service of process and other legal-process notices should be directed to Evenhand LLC's registered agent on file with the Washington Secretary of State:

Registered Agent: [Name of registered agent — to be inserted] Registered Office: [Street address of registered agent in Washington — to be inserted]

Notices sent to support@evenhandhq.com or any non-legal channel are not legally effective notice.

20.9 Independent Contractors

The relationship between you and Evenhand is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, agency, fiduciary, or employment relationship.

20.10 Third-Party Beneficiaries

These Terms do not confer rights on any third party except (a) as expressly stated, and (b) to the limited extent necessary to give effect to Sections 11 (with respect to licensors), 16 (with respect to indemnified affiliates), and 17 (with respect to indemnified affiliates).

20.11 Headings

Section headings are for convenience only and do not affect interpretation.

20.12 Successors and Assigns

These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

20.13 Litigation-Hold Cooperation

On receipt of a written notice from a party that data on the Platform is subject to a litigation hold, Evenhand will use commercially reasonable efforts to preserve such data beyond the standard retention periods for the duration of the hold. The requesting party is responsible for the costs of preservation, where reasonable.

20.14 Anti-Bribery and Anti-Corruption

Each party represents and warrants that it complies with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

21. Regulatory Compliance

21.1 Brokerage Licensing

Evenhand is a technology platform provider. Evenhand does not engage in business brokerage, investment advisory, real-estate brokerage, money transmission, or any other activity requiring professional licensing in any jurisdiction. Brokerages using the Platform are solely responsible for maintaining all licenses, registrations, and regulatory approvals required by applicable federal, state, and local law for their activities. Evenhand makes no representation regarding the licensing requirements applicable to any User's activities.

21.2 Anti-Money Laundering and Sanctions

Users shall not use the Platform in connection with any transaction that violates applicable anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act) or in connection with any party, country, or transaction subject to economic sanctions administered by OFAC, the European Union, the United Kingdom, the United Nations, or any other applicable sanctions regime. Users are solely responsible for conducting customer due diligence, filing required reports, and maintaining records in connection with AML and sanctions compliance.

21.3 Export Controls

The Platform may be subject to U.S. export control laws and regulations (including the Export Administration Regulations and, where applicable, the International Traffic in Arms Regulations). You agree to comply with all applicable export and re-export restrictions and not to transfer Platform functionality or data to any country, entity, or individual prohibited by such laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any U.S.-embargoed country and that you are not on any U.S. government list of prohibited or restricted parties.

21.4 No Investment Advice

Without limiting Section 3.2, Evenhand reiterates: nothing on the Platform constitutes investment advice, a recommendation to buy or sell any security, or a solicitation to enter into any transaction. Users should consult qualified advisors before making any investment decision.

22. Contact Information

If you have any questions about these Terms, please contact:

Evenhand LLC Attn: Legal [Physical address — to be inserted] Washington, United States

• Legal: legal@evenhandhq.com
• Support: support@evenhandhq.com
• Security: security@evenhandhq.com
• Billing: billing@evenhandhq.com
• Privacy: legal@evenhandhq.com

For questions about data privacy, see the Privacy Policy at https://evenhandhq.com/privacy.

These Terms of Service govern use of the Evenhand platform as of the Effective Date.