1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and EXITios, operated by Homera Partners LLC, a Utah limited liability company ("Company," "we," "us," or "our"). These Terms govern your access to and use of the EXITios platform (exitios.com), the Homera Partners LLC website, and all related software, tools, features, content, AI-generated outputs, advisory services, and communications (collectively, the "Services").
By accessing the Services, creating an account, clicking to accept these Terms, or otherwise using any aspect of the Services, you represent that: (a) you are at least eighteen (18) years of age; (b) you have full legal authority to enter into this agreement on behalf of yourself or the entity you represent; (c) you have read and understand these Terms; and (d) you agree to be bound by them.
2. Description of Services
EXITios is an AI-native exit intelligence platform designed to serve lower middle market sellers, buyers, and advisors in connection with mergers and acquisitions, business sales, due diligence, valuation, and related transactional activities. Homera Partners LLC provides M&A advisory, brokerage, and consulting services. The Services include access to AI-powered tools including but not limited to document generation, financial analysis, valuation modeling, CIM preparation assistance, NDA and LOI drafting tools, and advisory content.
THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE, INVESTMENT ADVICE, SECURITIES BROKERAGE, FINANCIAL PLANNING, ACCOUNTING ADVICE, OR REGULATED ADVISORY SERVICES OF ANY KIND. ALL OUTPUTS GENERATED BY THE PLATFORM, INCLUDING AI-GENERATED DOCUMENTS, ARE PROVIDED FOR INFORMATIONAL AND REFERENCE PURPOSES ONLY AND SHOULD BE REVIEWED BY QUALIFIED LEGAL, FINANCIAL, AND ACCOUNTING PROFESSIONALS BEFORE BEING RELIED UPON OR USED IN ANY TRANSACTION.
3. Account Registration and Security
To access certain features of the Services, you must register for an account. You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) maintain the confidentiality of your account credentials; (d) notify us immediately of any unauthorized use of your account or any other breach of security; and (e) accept responsibility for all activities that occur under your account.
We reserve the right to suspend or terminate any account that we reasonably believe has been created using false information, is being used in violation of these Terms, or poses a risk to the security of our platform or other users.
4. Acceptable Use and Prohibited Conduct
You agree to use the Services only for lawful purposes and in accordance with these Terms. You expressly agree not to: (a) use the Services in connection with any fraudulent, deceptive, or illegal transaction or activity; (b) upload or transmit any materials that infringe third-party intellectual property rights; (c) attempt to gain unauthorized access to any portion of the Services or any related systems; (d) use automated means, including bots, scrapers, or crawlers, to access or collect data from the Services without our express written permission; (e) use the Services to transmit unsolicited commercial communications in violation of applicable law; (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any component of the Services; (g) use the Services to facilitate market manipulation, securities fraud, or any activity that violates federal or state securities laws; (h) use AI-generated outputs without appropriate professional review in actual transactions; or (i) take any action that disrupts, degrades, or impairs the integrity or performance of the Services.
5. AI-Generated Content: Limitations and Disclaimers
The Services incorporate artificial intelligence and machine learning tools to generate documents, analyses, valuations, and advisory content. YOU ACKNOWLEDGE AND AGREE THAT: (a) AI-generated outputs are probabilistic and may contain errors, omissions, or inaccuracies; (b) no AI-generated output has been reviewed or verified by a licensed attorney, CPA, registered investment advisor, or financial regulator; (c) AI-generated documents including CIMs, LOIs, NDAs, and valuation analyses are starting points for professional review and not final legal or financial instruments; (d) reliance on AI-generated outputs without independent professional verification is done at your sole risk; and (e) the Company expressly disclaims any liability for losses, damages, or adverse outcomes arising from reliance on AI-generated content without appropriate professional review.
6. Intellectual Property
All content, features, software, design elements, trademarks, service marks, logos, and technology comprising or underlying the Services are owned by Homera Partners LLC or its licensors and are protected by United States and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose during the term of your subscription or engagement.
You retain ownership of any content, data, or materials you upload to the Services ("User Content"). By uploading User Content, you grant the Company a non-exclusive, worldwide, royalty-free license to use, process, and analyze your User Content solely for the purpose of providing the Services to you. We will not sell or commercially exploit your User Content to third parties.
7. Confidentiality
In the course of using the Services, you may share confidential business information, deal-related data, and proprietary materials. The Company agrees to treat such information as confidential in accordance with our Privacy Policy and any applicable service agreement or non-disclosure agreement. You likewise agree to maintain the confidentiality of any non-public information about other users, counterparties, or transactions to which you may gain access through the platform.
8. Fees, Subscriptions, and Payment
Certain features of the Services are provided on a subscription or fee basis. By purchasing a subscription or service, you agree to pay all applicable fees as described at the time of purchase. All fees are non-refundable except as expressly stated in our refund policy or as required by applicable law. We reserve the right to modify pricing upon notice to users, and continued use of the Services after a price change takes effect constitutes acceptance of the new pricing.
9. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM THE COMPANY OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
11. Indemnification
You agree to indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, agents, and successors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services in violation of applicable law; (c) your User Content; (d) your reliance on AI-generated outputs without appropriate professional review; or (e) any transaction, negotiation, or business activity in which you use the Services.
12. TCPA and Communications Consent
By providing your telephone number during account registration or through any other interaction with the Services, you expressly consent to receive autodialed, prerecorded, or artificial voice calls and text messages from us for service-related and marketing purposes, subject to the TCPA consent provisions set forth in our Privacy Policy. You may revoke this consent at any time as described therein. Your consent is not a condition of purchase or use of the Services.
13. Electronic Communications and CAN-SPAM
By using the Services, you consent to receive electronic communications from us, including emails, in-platform notifications, and text messages. All marketing emails comply with the CAN-SPAM Act and applicable law. You may opt out of marketing communications at any time as described in our Privacy Policy. Transactional and account-related communications are not subject to opt-out.
14. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Services shall first be subject to a thirty (30) day informal resolution period during which the parties shall negotiate in good faith. If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Utah County, Utah. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE ANY RIGHT TO A JURY TRIAL.
15. Termination
We reserve the right to suspend or terminate your access to the Services at any time, with or without cause, and with or without notice, including for violation of these Terms, suspected fraudulent activity, or nonpayment of fees. Upon termination, your right to access the Services ceases immediately. Provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 6, 9, 10, 11, and 14.
16. Modifications to Terms
We reserve the right to modify these Terms at any time. Material changes will be communicated to registered users via email or platform notification at least fourteen (14) days before taking effect where practicable. Continued use of the Services after the effective date of any modification constitutes acceptance of the revised Terms.
17. Contact
Questions regarding these Terms should be directed to: EXITios / Homera Partners LLC · legal@exitios.com · www.exitios.com