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Terms of Service

Effective Date: October 12, 2026

These Terms of Service (the "Terms") govern access to and use of the software platforms, data services, websites, and related offerings (collectively, the "Services") made available by Mach A.I., LLC, a California limited liability company ("Mach-AI," "Provider," "we," "us," or "our"), including but not limited to the ExitEdge platform and related product lines. By accessing, registering for, subscribing to, or using any portion of the Services, you ("Customer," "User," or "you") agree to be bound by these Terms. If you do not agree, do not access or use the Services.

1. Scope of Services

Mach-AI provides technology-enabled business intelligence, data enrichment, prospecting, workflow automation, and analytical tools to support Customer's business brokerage and M&A advisory operations. The Services may include, among other components: identification and scoring of businesses that may be preparing for a sale or ownership transition ("Exit Candidates"); listing intake, valuation analysis, and deal-risk assessment; generation of Confidential Information Memoranda, buyer presentations, valuation summaries, and similar materials; and related features.

Mach-AI reserves the right at any time to modify, suspend, add to, or discontinue any feature, data set, or component of the Services, in whole or in part, without prior notice. Mach-AI makes no warranty regarding the continuing availability of any specific feature or data source.

2. Role of Mach-AI

Mach-AI is a provider of data, analytics, and software tools. Mach-AI does not place calls, send messages, or conduct outreach of any kind on Customer's behalf, and any use of data obtained through the Services is solely Customer's decision. Customer is solely responsible for compliance with the Telephone Consumer Protection Act of 1991, 47 U.S.C. § 227 ("TCPA"), the Federal Trade Commission Telemarketing Sales Rule, 16 C.F.R. Part 310 ("TSR"), the regulations of the Federal Communications Commission, and any analogous state statute, regulation, or common-law doctrine (collectively, "Telemarketing Laws") in connection with any outreach Customer or its Representatives (as defined in Section 3) undertake.

Customer acknowledges and agrees that any decision to contact any individual or business identified through the Services, by any means (including without limitation telephone, text, email, direct mail, in-person solicitation, or any other channel), is made solely by Customer in Customer's independent business judgment, and that Mach-AI exercises no control over the manner, timing, content, frequency, or recipient of any such outreach.

3. Customer Compliance Obligations

Customer shall at all times comply, and shall cause each of Customer's employees, agents, contractors, affiliates, call centers, third-party service providers, and any party acting on Customer's behalf (collectively, Customer's "Representatives") to comply, with all federal, state, local, and foreign laws, rules, and regulations applicable to Customer's use of the Services and to any outreach, marketing, solicitation, brokerage, advisory, or transaction activities Customer undertakes using data obtained from the Services. Without limiting the generality of the foregoing, Customer shall at all times comply with:

The Telephone Consumer Protection Act (47 U.S.C. § 227) and all implementing regulations at 47 C.F.R. § 64.1200;
The Federal Trade Commission Telemarketing Sales Rule (16 C.F.R. Part 310);
The rules of the National Do Not Call Registry administered by the Federal Trade Commission, including all requirements that each seller maintain its own Subscriber Account Number (SAN), download and scrub against the Registry at the required intervals, and honor all internal and company-specific do-not-call requests;
All state-level telemarketing registration, bonding, disclosure, calling-time, and consent requirements, including without limitation the telemarketer registration requirements of states such as Arizona, Connecticut, Florida, Louisiana, Mississippi, Oklahoma, Pennsylvania, Tennessee, Texas, and others, as such requirements may evolve;
All applicable state "mini-TCPA" statutes and corresponding regulations;
The CAN-SPAM Act (15 U.S.C. §§ 7701 et seq.) and all applicable state and foreign laws governing electronic mail solicitations;
All business broker, real estate, and other licensing and registration requirements that apply to Customer's brokerage or advisory activities in each jurisdiction in which Customer or its Representatives operate;
All applicable federal and state securities laws, including without limitation any broker-dealer registration requirements and any exemption on which Customer relies (such as the M&A broker exemption under Section 15(b)(13) of the Securities Exchange Act of 1934), in connection with any transaction involving the sale of equity or other securities;
The Fair Credit Reporting Act (15 U.S.C. §§ 1681 et seq.) and all applicable state consumer-protection and privacy statutes;
All applicable data privacy laws, including without limitation the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, "CCPA/CPRA"), and any analogous state or foreign privacy law.

Customer is solely responsible for determining whether, how, when, to whom, and under what conditions Customer may lawfully contact any individual or business whose information Customer obtains through the Services. Customer shall not rely on Mach-AI, on any Mach-AI employee, agent, or representative, or on the categorization or labeling of any data within the Services as legal authority or legal advice regarding the permissibility of any outreach.

Customer represents and warrants that: (a) Customer is a business entity or sole proprietor acting in a commercial capacity, and not a consumer; (b) Customer and its Representatives hold all licenses, registrations, and bonds required for their business activities in each jurisdiction in which they operate; (c) if Customer or any Representative places any telephone call or text message using data obtained through the Services, each such party maintains its own current Subscriber Account Number with the National Do Not Call Registry; and (d) Customer has obtained all rights, consents, and authorizations necessary to provide Mach-AI with access to any Customer Data (as defined in Section 8) and to permit Mach-AI to process such Customer Data as described in these Terms.

4. Do-Not-Call and Subscriber Account Number Obligations

Mach-AI does not act as the seller or telemarketer for Customer and does not maintain a Subscriber Account Number on Customer's behalf. If Customer, Customer's Representatives, or any call center or outreach vendor engaged by Customer place any outbound telephone call, text message, or other telemarketing communication using data obtained through the Services, Customer and each such party shall independently register with the National Do Not Call Registry (and any applicable state do-not-call registries), obtain and maintain its own current Subscriber Account Number, scrub each calling list against the Registry at the frequency required by law prior to any dialing, honor all do-not-call requests, and maintain complete and auditable records of each scrub. Customer shall not represent to any regulator, court, or third party that scrubbing or compliance has been performed by Mach-AI on Customer's behalf.

5. Data Sources, Accuracy, and Limitations

Data made available through the Services is sourced from, among other inputs, public records, third-party enrichment providers, and proprietary analytical processes. Customer acknowledges that:

Data may contain errors, omissions, outdated information, duplicate records, or misclassified entries, and no representation is made that any record is current, complete, or accurate;
A telephone number provided through the Services may be a landline, a wireless mobile number, a VoIP number, a business number, a residential number, or a number used by the individual for both business and personal purposes; Mach-AI makes no representation as to the character or permissible use of any such number for Telemarketing Law purposes;
Identification of a record as a "business," "owner," "Exit Candidate," or similar label within the Services does not constitute a legal determination that the associated telephone number is a business line exempt from any provision of the TCPA, the TSR, the National Do Not Call Registry rules, or any state law;
Contact information made available through the Services may constitute personal information of a natural person, and Customer is solely responsible for determining whether and under what conditions such information may lawfully be used, stored, disclosed, or acted upon;
Mach-AI does not warrant that any specific record is callable, mailable, emailable, or otherwise contactable under applicable law for Customer's intended purpose;
Exit Candidate signals, scores, confidence levels, and timing estimates are probabilistic predictions based on indirect indicators. They are not statements that any business is for sale, that its owner intends to sell, or that any transaction will occur.

Mach-AI is not a "consumer reporting agency," and data made available by Mach-AI through the Services is not a "consumer report," as those terms are defined in the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq. ("FCRA"). Customer shall not use any such data, in whole or in part, as a factor in establishing any individual's eligibility for credit or insurance to be used primarily for personal, family, or household purposes, for employment purposes, for any other purpose authorized under 15 U.S.C. § 1681b, or to evaluate the creditworthiness of any natural person, including any personal guarantor.

6. Acceptable Use

Access to the Services is granted solely for Customer's internal business use in connection with Customer's own business brokerage, M&A advisory, or exit-planning operations. Customer shall not, and shall not permit any Representative or third party to:

Resell, sublicense, redistribute, publish, lease, or otherwise commercialize any data, output, report, or component of the Services to any third party except as expressly permitted in a separate written agreement signed by Mach-AI;
Share, transfer, or disclose login credentials to any party other than the specific authorized individual to whom such credentials were issued;
Use the Services or any data obtained therefrom in any manner that violates any applicable law, regulation, or third-party right, including without limitation any Telemarketing Law;
Use the Services to send or facilitate the sending of unlawful communications, including without limitation unlawful telemarketing calls, unlawful text messages, unsolicited commercial email prohibited by the CAN-SPAM Act, or communications to any person who has requested not to be contacted;
Scrape, copy, mirror, reverse engineer, decompile, disassemble, or create derivative works of the Services or any portion thereof;
Introduce any virus, malware, or other harmful code into the Services, or attempt to gain unauthorized access to any portion of the Services, Mach-AI's systems, or the accounts of other users;
Contact any business owner or other person in a way that is false or misleading, including by stating or implying that Mach-AI or ExitEdge has endorsed Customer or knows of any intent to sell, or by disclosing that a business has been identified as an Exit Candidate.

Mach-AI reserves the right to suspend or terminate access to the Services, with or without notice, upon any actual or suspected violation of this Section 6.

7. Intellectual Property

The Services, including all underlying software, source code, data models, methodologies, templates, user interfaces, documentation, trademarks, logos, data compilations, and all data and content made available by Mach-AI through the Services (collectively, "Mach-AI Materials"), but excluding Customer Data and Customer Outputs (each as defined in Section 8), are and shall remain the sole and exclusive property of Mach-AI and its licensors. Customer receives a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and the Mach-AI Materials solely for Customer's internal business purposes during the term of Customer's active subscription or authorized access, and only in accordance with these Terms. No ownership of or rights to the Mach-AI Materials are transferred to Customer under these Terms.

8. Customer Data and Listing Materials

Certain Services involve Mach-AI accessing and processing documents and information belonging to Customer or Customer's clients, including seller financial statements, tax returns, customer and vendor data, and interview recordings or transcripts ("Customer Data"), to produce listing intake reports, valuation analyses, deal-risk assessments, Confidential Information Memoranda, buyer presentations, and similar deliverables ("Customer Outputs"). As between the parties, Customer owns all Customer Data and all Customer Outputs, and Customer may retain and use Customer Outputs after termination. Customer grants Mach-AI a limited, non-exclusive license to access, use, and process Customer Data solely to provide the Services to Customer. Mach-AI retains all rights in the software, templates, and methodologies it uses to produce Customer Outputs.

Where Customer provides Mach-AI with access to a secure folder, portal, or other system maintained by Customer, Mach-AI will access only the documents Customer designates and only for the purpose of providing the Services. Customer is solely responsible for obtaining from its clients, sellers, and any other third parties all consents and authorizations required under applicable law and under any engagement, listing, or confidentiality agreement to share such documents with Mach-AI as a service provider, and for revoking Mach-AI's access upon termination.

Mach-AI may use third-party service providers, including artificial intelligence providers, to process Customer Data on its behalf. Mach-AI takes reasonable steps to remove personally identifiable information from Customer Data before such processing. Mach-AI will not use Customer Data, or permit its service providers to use Customer Data, to train artificial intelligence models.

Within thirty (30) days after termination of Customer's access to the Services, Mach-AI will delete Customer Data in its possession, except for copies held in routine backups, which will be deleted in the ordinary course of the backup cycle, and except to the extent retention is required by applicable law.

Customer Outputs are generated with the assistance of automated tools, including artificial intelligence, and may contain errors in extracting, transcribing, or calculating figures from source documents. Customer is solely responsible for reviewing and verifying all Customer Outputs against the underlying source documents before relying on them or sharing them with any prospective buyer, lender, or other third party. Customer Outputs are summaries and analyses of information provided by Customer; they are not certified appraisals, formal business valuations, fairness opinions, quality-of-earnings reports, or financial, tax, legal, or investment advice.

9. Confidentiality

Each party agrees to treat all non-public business, technical, financial, and operational information disclosed by the other party under or in connection with these Terms as confidential, and shall not disclose such information to any third party without the prior written consent of the disclosing party, except to the extent required by law or by order of a court or regulatory authority of competent jurisdiction. Each party shall use at least the same degree of care to protect the other party's confidential information as it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care. Confidential information does not include information that: (a) is or becomes publicly available, including through public records, through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's confidential information.

10. Early Access and Beta Features

Customer acknowledges that the Services, and in particular any feature, data set, or component designated by Mach-AI as "beta," "early access," "preview," "pilot," or similar, are offered as an early-stage product under active development. Features, data availability, data coverage, data accuracy, functionality, pricing, and user experience may change materially during the term of Customer's access. Mach-AI makes no warranty regarding the availability, continuity, or performance of any specific feature or data set, and shall not be liable for any changes to the platform's capabilities, including the discontinuation of any feature or data source.

11. Subscription, Fees, and Billing

Customer's access to the Services is subject to timely payment of all applicable subscription fees, usage fees, and other charges as set forth in Customer's applicable order form, pilot agreement, master service agreement, or online checkout at the time of purchase. All fees are payable in United States dollars and, unless otherwise agreed in writing, are due monthly on the same day of the month as the date Customer's service began (or, in any month without that day, on the last day of that month). Fees are non-refundable except where expressly provided in a separate written agreement signed by Mach-AI. Mach-AI reserves the right to modify fees upon reasonable advance notice, with any such modification taking effect at the start of the next billing period.

12. Term and Termination

These Terms remain in effect for so long as Customer accesses or uses the Services. Either party may terminate Customer's access to the Services with fifteen (15) days prior written notice. Customer may request termination by emailing support@mach-ai.com. Mach-AI may suspend or terminate Customer's access immediately, without prior notice, upon any breach by Customer of these Terms, any applicable law, or any separate written agreement between the parties. Termination does not extinguish any payment obligations outstanding at the time of termination. Upon termination, Customer shall immediately cease all use of the Services and shall destroy or return, at Mach-AI's election, all Mach-AI Materials obtained from the Services, except (a) to the extent retention is required by applicable law, and (b) that Customer may retain records relating to any business or individual with whom Customer established a business relationship or active engagement before termination. Customer Data and Customer Outputs are governed by Section 8. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 13, 14, 15, 16, 18, 19, 20, and 21 shall survive any termination of these Terms.

13. Disclaimer of Warranties

THE SERVICES, ALL DATA, AND ALL OUTPUTS MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MACH-AI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, OR SYSTEM INTEGRATION. MACH-AI MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES OR ANY DATA WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DATA OR OUTPUT WILL BE ACCURATE, CURRENT, COMPLETE, OR SUITABLE FOR CUSTOMER'S INTENDED USE. CUSTOMER'S USE OF THE SERVICES IS AT CUSTOMER'S SOLE RISK.

MACH-AI DOES NOT PROVIDE LEGAL ADVICE. NOTHING IN THE SERVICES, ANY DATA OUTPUT, ANY CUSTOMER OUTPUT, OR ANY COMMUNICATION FROM MACH-AI CONSTITUTES LEGAL ADVICE OR A LEGAL OPINION. CUSTOMER SHOULD CONSULT WITH QUALIFIED LEGAL COUNSEL BEFORE UNDERTAKING ANY TELEMARKETING, OUTREACH, BROKERAGE, SECURITIES, OR DATA-USE ACTIVITY.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MACH-AI, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, OR LICENSORS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR CUSTOMER'S USE OF OR INABILITY TO USE THE SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT MACH-AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MACH-AI'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER UNDER OR IN CONNECTION WITH THESE TERMS, FROM ALL CAUSES OF ACTION OF ANY KIND, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO MACH-AI IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

WITHOUT LIMITING THE FOREGOING, MACH-AI SHALL NOT BE LIABLE FOR, AND CUSTOMER EXPRESSLY ASSUMES ALL RISK OF, ANY STATUTORY DAMAGES, PENALTIES, FINES, OR OTHER LIABILITY ARISING UNDER THE TCPA, THE TSR, ANY STATE MINI-TCPA OR TELEMARKETING LAW, OR ANY OTHER TELEMARKETING LAW IN CONNECTION WITH ANY CALL, TEXT, EMAIL, OR OTHER COMMUNICATION PLACED BY CUSTOMER OR ANY OF CUSTOMER'S REPRESENTATIVES.

15. Indemnification

Customer shall defend, indemnify, and hold harmless Mach-AI, its affiliates, and its and their respective officers, directors, employees, members, agents, and licensors from and against any and all third-party claims, actions, proceedings, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Customer's or any of Customer's Representatives' use of the Services or any data obtained through the Services; (b) any outbound call, text message, email, direct mail, in-person solicitation, or other communication placed, sent, or facilitated by Customer or any of Customer's Representatives, including without limitation any claim arising under any Telemarketing Law; (c) any violation or alleged violation by Customer or any of Customer's Representatives of any applicable law, regulation, or third-party right; (d) any breach by Customer of these Terms or of any representation or warranty made by Customer herein; (e) any dispute between Customer and any third-party service provider, including without limitation any call center or outreach vendor; and (f) any Customer Output, or any information derived from it, that Customer or its Representatives provide to any seller, buyer, lender, or other third party.

16. Independent Parties

These Terms do not create a partnership, joint venture, employment, agency, franchise, or fiduciary relationship between the parties. Each party is an independent contractor. Neither party has any authority to bind the other to any obligation, nor to incur any obligation on behalf of the other, and neither party shall represent otherwise to any third party.

17. Assignment

Customer may not assign, delegate, or transfer these Terms or any right or obligation hereunder, by operation of law or otherwise, without the prior written consent of Mach-AI, and any attempted assignment without such consent will be void. Mach-AI may assign these Terms, in whole or in part, at its sole discretion, including without limitation in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

18. Governing Law; Venue; Attorneys' Fees

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any action, suit, or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts. In any action or proceeding arising out of or relating to these Terms or the Services, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

19. Entire Agreement; Amendments; Order of Precedence

These Terms, together with any order form, pilot agreement, master service agreement, or similar document signed by both parties and referencing these Terms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written. In the event of a conflict between these Terms and any signed order form or master service agreement, the signed order form or master service agreement shall control with respect to the specific subject matter addressed therein. Mach-AI may update or modify these Terms from time to time by posting the updated Terms on the applicable Mach-AI website, with the effective date reflecting the date of such update. For any material change, Mach-AI will also notify Customer by email to the address on file at least thirty (30) days before the change takes effect, and Customer may terminate its access in accordance with Section 12 before the change takes effect if Customer does not agree to it. Customer's continued use of the Services after the effective date of any update shall constitute Customer's acceptance of the updated Terms.

20. Notices

Any notice required or permitted to be given under these Terms shall be in writing and shall be delivered by electronic mail to Mach-AI at support@mach-ai.com and to Customer at the primary email address on file with Customer's account. Notice shall be deemed effective upon confirmed electronic transmission.

21. Severability; Waiver; Headings

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, or if such modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect. No failure or delay by either party in exercising any right or remedy hereunder shall operate as a waiver thereof. Headings in these Terms are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

For questions regarding these Terms, please contact Mach A.I., LLC at support@mach-ai.com.