Acquiror AI

Acquiror AI Terms of Service

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Version 1.7. Effective date: October 20, 2026. Prepared with AI assistance and not reviewed by a licensed lawyer. Not legal advice.

IMPORTANT NOTICE ABOUT AI FEATURES, OUTPUT, AND RISK. Acquiror AI includes artificial-intelligence features that generate valuations, quality-of-earnings analyses, financing and debt-capacity figures, working-capital pegs, letter-of-intent and email drafts, investment memos, commentary, and other content, and it also produces figures by ordinary calculation from the data you enter. Nothing produced by the Service is investment, legal, tax, accounting, lending, or valuation advice. All Output is informational decision support only, may be wrong, and must be independently verified by a qualified person before you rely on it. You assume the risk of every decision, offer, bid, financing, and transaction you make with it, and you release Umplify from claims about deal outcomes. See Sections 5 (AI Features and Output), 12 (Warranties and Disclaimers), 13 (Indemnities), and 14 (Limitation of Liability and Release).

These Terms of Service (the "Terms") are a binding agreement between Umplify Technologies Inc., an Ontario corporation ("Umplify", "we", "us"), and the organization, or the individual acting for business purposes, that accepts them ("Customer", "you"). They govern access to and use of Acquiror AI, Umplify's deal management and acquisition-analysis platform (the "Service").

1. Acceptance, Authority, and the Agreement

In short: a person with authority accepts for your organization by creating the account, starting the trial or subscription, or accepting these Terms when the Service presents them, or you do so for yourself if you are an individual customer acting for business purposes; the order form, the DPA, these Terms, and the referenced policies together form the contract, in that order.

1.1 Acceptance. Customer accepts these Terms when an individual creates an Acquiror AI account or organization, starts a free trial or paid subscription, ticks the acceptance box or clicks "I agree" (or takes an equivalent affirmative action) when the Service presents these Terms for acceptance, or otherwise accesses or uses the Service, or when Customer executes an Order Form referencing these Terms. An individual accepting on behalf of an organization represents and warrants that they have authority to bind that organization to this Agreement; if they do not, they must not accept, and neither they nor the organization may use the Service. An individual accepting as Customer in their own right, acting for business purposes as described in Section 1.6, contracts in their own name and is personally bound as Customer.

1.2 Electronic contracting. The parties agree that these Terms may be accepted electronically and that electronic records of acceptance are valid and enforceable, consistent with the Electronic Commerce Act, 2000 (Ontario), the United States ESIGN Act, and applicable UETA enactments.

1.3 Records. Umplify keeps records of account and organization creation and of trial and subscription events, with the time of each and, for actions taken in the Service, the signed-in individual who took them, and retains archived copies of prior versions of these Terms so that the version in effect on any date can be determined. The Service presents these Terms and the documents incorporated by Section 1.5 for acceptance when an individual creates an organization, when an individual joins an organization by invitation, and when a material change requires re-acceptance under Section 15.3. Each time, Umplify records the individual who accepted (the email address on the account and the identifiers the identity service supplied), the time, the version, effective date, and a fingerprint of the text of each document accepted, whether the individual confirmed authority to bind Customer, and the network address and client identifier the request carried. Where Umplify's payment processor collects a separate consent to these Terms at checkout, Umplify records that consent against the checkout session as well; that record corroborates acceptance of these Terms alone. Acceptance records are kept for the life of Customer's account, are never altered, and are included in the self-service export described in Section 10.4.

1.4 The Agreement; order of precedence. "Agreement" means, together: (a) any Order Form; (b) the Data Processing Addendum ("DPA"); (c) these Terms; and (d) the policies incorporated by reference in Section 1.5. If those documents conflict, they govern in that order: the Order Form first, then the DPA, then these Terms, then the referenced policies.

1.5 Incorporation by reference. The following are part of the Agreement and are available at the URLs below:

1.6 Business use only. The Service is offered to organizations, and to individuals acting in a business or commercial capacity (for example, an individual searcher, acquirer, or advisor evaluating or executing business acquisitions), in each case for business purposes only. The Service is not offered for personal, family, or household purposes, and Customer represents that it is not entering this Agreement as a consumer. An individual Customer who accepts these Terms in a business or commercial capacity contracts personally as Customer and is responsible for its Authorized Users like any other Customer.

2. Definitions

In short: the capitalized words used throughout this Agreement, defined once.

  • "Agreement" has the meaning in Section 1.4.
  • "AI Output" means content generated by a generative AI model in the course of the AI features listed in Section 5.1, including the narrative, scenario, classification, extraction, assessment, proposal, and drafting results of those features (for example valuation narratives and scenario analyses, deal analyses and risk summaries, document classifications and extracted figures, revenue-durability assessments, go/no-go proposals, email and letter-of-intent drafts, investment memo narrative sections, playbook customizations, and question-and-answer responses), whether produced by Umplify-configured AI systems or by a Tenant AI Provider. Figures produced by the Service's calculation features are Output but not AI Output.
  • "Authorized User" means an individual whom Customer permits to use the Service under Customer's account, up to the seat count of Customer's plan, including Customer's employees, contractors, and agents and, where Customer is an individual, Customer personally.
  • "Confidential Information" has the meaning in Section 11.
  • "Customer Data" means data, documents, and other content that Customer or its Authorized Users submit to the Service, including uploaded deal documents, target-company financial information, contacts, and inputs to AI features. Customer Data does not include Usage Data.
  • "Customer Identifiers" has the meaning in Section 17.1.
  • "Documentation" means Umplify's then-current user documentation for the Service.
  • "Order Form" means an ordering document or online checkout flow (including plan selection) that references these Terms and states the plan, fees, term, and any deal-specific terms.
  • "Output" means everything the Service produces for Customer from Customer Data and Customer's inputs: AI Output, and every figure, calculation, chart, table, threshold, ratio, peg, schedule, export, and report produced by the Service's calculation features (for example quality-of-earnings bridges, normalized statements, working-capital pegs and targets, debt-capacity and debt-service-coverage figures, financing thresholds, comparable-valuation statistics, discounted-cash-flow results, decision exports, and credit and investment memos), whether or not an AI feature was involved in producing it.
  • "Service" means the authenticated Acquiror AI platform, including its web application, MCP server access (where included in Customer's plan), and related services provided by Umplify. The Service does not include Umplify's public marketing website or unauthenticated tools such as the public valuation calculator. Those unauthenticated tools are provided as is for general information, are governed by the Website Terms of Use (https://acquiror.ai/legal/website-terms) and the Privacy Policy rather than this Agreement, and are informational only and not investment, legal, tax, or financial advice.
  • "Tenant AI Provider" means an AI provider, model endpoint, or API key that Customer brings, supplies, or configures itself for use with the Service (a "bring-your-own-key" configuration).
  • "Umplify" means Umplify Technologies Inc., an Ontario corporation.
  • "Umplify Parties" has the meaning in Section 13.2.
  • "Usage Data" has the meaning in Section 6.3.

3. The Service and License

In short: you get a subscription right to use the platform per your plan; we keep working on it, and we may change features over time.

3.1 Subscription license. Subject to the Agreement and payment of applicable fees, Umplify grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for its Authorized Users to access and use the Service and Documentation for Customer's internal business purposes of evaluating, managing, and executing business acquisitions.

3.2 Plans and limits. The Service is offered in subscription tiers (currently Solo, Professional, Firm, and Enterprise) with plan-specific limits, including deal limits, Authorized User seats, document storage, monthly AI analyses, AI usage caps (limits on AI tokens and AI cost per tenant per day and per month), and feature availability (for example, MCP server access and the AI prompt catalog are available on Firm and Enterprise plans only). Fees and current tier limits, and how each limit is applied, are as set out in the Order Form, on the pricing page at https://acquiror.ai/pricing, or on the in-product plan selection screen at the time of purchase. Plan limits are enforced by the Service; when a limit is reached, the affected feature is refused until the limit resets or Customer changes plan.

3.3 Changes to the Service. Umplify may improve and modify the Service, provided the changes do not materially reduce the core functionality of Customer's paid plan during a subscription term.

4. Trials and Beta Features

In short: trials are 14 days, need a card, and convert to paid unless you cancel; trial and beta use comes without warranties or SLA.

4.1 Free trial. Umplify may offer a 14-day free trial. A valid payment card is required to start a trial. At the end of the trial the subscription converts automatically to a paid subscription on the selected plan and the card is charged, unless Customer cancels before the trial ends. No charge is made during the trial period. One trial is available per Customer; Umplify may decline a trial to an account associated with an email address that has already used one.

4.2 Beta and preview features. Umplify may make alpha, beta, preview, or early-access features available ("Beta Features"). Beta Features are provided "as is", may change or be withdrawn at any time without notice, and may be subject to additional terms.

4.3 Exclusions. Use of the Service during a free trial, and use of any Beta Feature, is excluded from the SLA and from all warranties, indemnities, and support commitments in this Agreement. Sections 12 (Warranties and Disclaimers) and 14 (Limitation of Liability) otherwise apply.

5. AI Features and Output

In short: you own AI Output generated from your data, but you MUST have a qualified person verify every AI Output, and every other Output, before relying on it; nothing the Service produces is professional advice; you are a sophisticated commercial party who takes the risk of the decisions you make with it; and we are not liable for AI Output, whether from our AI systems or a provider you bring.

5.1 AI features. The Service includes AI features such as deal question-and-answer, document classification, text recognition and figure extraction, valuation scenario analysis, risk summaries, revenue-durability assessments, go/no-go decision proposals, investment memo narrative sections, email and letter-of-intent drafting, and playbook customization. Other figures the Service shows, including quality-of-earnings bridges, working-capital pegs, financing thresholds, debt-service-coverage and debt-capacity figures, comparable-valuation statistics, and rule-based valuation commentary, are produced by fixed calculations from the data Customer enters or the Service extracts; they are Output under Section 2 and are subject to Sections 5.3, 5.4, 5.5, and 5.9. AI features may be powered by Umplify-configured AI systems or, where Customer elects a bring-your-own-key configuration, by a Tenant AI Provider. Umplify's own AI features may be presented under a persona name and likeness ("Vera"); the persona is software, not a person, and nothing it produces is advice.

5.2 Ownership of Output. As between the parties, Customer owns the Output (including AI Output) generated from its Customer Data, subject to any applicable third-party model provider terms. Umplify claims no ownership of Output.

5.3 Mandatory verification obligation. Customer agrees, as an operative covenant of this Agreement and not merely as a disclaimer, that all AI Output must be independently verified by a qualified person before any reliance on it or any decision based on it. The same obligation applies to every other Output: before Customer relies on any figure, calculation, threshold, draft, memo, or export the Service produces, or makes any decision based on it, a qualified person must verify it against Customer's own source data and judgment. Reliance on unverified AI Output or other Output is at Customer's sole risk. Customer will maintain internal practices sufficient to comply with this Section and will ensure its Authorized Users do the same.

5.4 No advice; no professional standards; no professional relationship. AI Output and all other Output are informational decision support only. They are not investment, legal, tax, accounting, lending, credit, financing, or valuation advice, and no fiduciary, advisory, professional-client, lender-borrower, broker-client, or solicitor-client relationship is created by the Agreement or by use of the Service. Specifically:

  • (a) no valuation, comparable-valuation statistic, discounted-cash-flow result, or valuation commentary is a fairness opinion, an appraisal, or a valuation prepared under professional standards, and none is prepared under the standards of the CBV Institute (Chartered Business Valuator), USPAP, or the AICPA ABV or SSVS standards;
  • (b) no quality-of-earnings analysis, earnings bridge, normalized statement, add-back, or working-capital peg is an audit, a review, a quality-of-earnings report, or an agreed-upon-procedures engagement under the standards of CPA Canada, the AICPA, or any other accounting body;
  • (c) no debt-service-coverage figure, debt-capacity figure, financing threshold, or credit memo is a lending decision, a credit approval, an underwriting opinion, or a statement of what any lender or loan program will do;
  • (d) no letter-of-intent draft, email draft, or other document draft is legal advice or a legal document prepared by a lawyer; a draft is not a substitute for the advice of an attorney or lawyer, generating one creates no solicitor-client or attorney-client relationship, and no Umplify personnel review or tailor any draft; Customer must have its own counsel review any document before it is sent, signed, or relied on; and
  • (e) no Output is a recommendation to buy, sell, finance, bid for, or value any business or security, or to enter into or walk away from any transaction, regardless of any label the Service attaches to it, including "proposal", "suggested", "recommended", or a persona's name.

Umplify is not a registered securities adviser, investment adviser, dealer, or broker in any Canadian province or territory or any US state, is not a lender, a mortgage or loan broker, an accounting firm, or a law firm, and does not hold itself out as any of them.

5.5 Accuracy limits. AI features rely on probabilistic systems and may produce inaccurate, incomplete, outdated, or misleading AI Output, including AI Output that appears confident and precise. AI Output may vary between runs on the same input. Calculation features apply fixed formulas to the figures Customer enters or the Service extracts; a wrong, incomplete, or misclassified input produces a wrong figure. Reference multiples, adjustment factors, and financing thresholds that the Service supplies as defaults are indicative starting points compiled from public sources and Umplify's own judgment; they are not market data, not a statement of what any business is worth or what any lender requires, and Customer may and should replace them with its own. Customer is responsible for the inputs it provides, including having all rights necessary to submit them (see Section 7.2), and for the configuration choices it makes (for example thresholds, multiples, add-backs, and assumptions).

5.6 Tenant AI Providers. Where Customer configures a Tenant AI Provider:

  • (a) Umplify passes Customer Data to the Tenant AI Provider on Customer's instructions, acting as a conduit only for that transmission; the Service stores the provider's responses in Customer's tenant as it does for any AI Output (for example question-and-answer history, drafts, and a short-lived cache of recent responses), as described in the Privacy Policy;
  • (b) Customer's own agreement with that provider governs the provider's processing, fees, quotas, data handling, and conduct;
  • (c) Customer is responsible for complying with that provider's terms and for the provider's outputs; and
  • (d) Customer will indemnify Umplify under Section 13.2(d) for claims arising from Customer's configured Tenant AI Providers.

5.7 Liability exclusion for AI Output. To the maximum extent permitted by law, Umplify has no liability of any kind for AI Output or for any use of or reliance on AI Output, whether the AI Output was generated by Umplify's own or Umplify-configured AI systems or by a Tenant AI Provider. This exclusion is repeated in Sections 12.4 and 14.5 and, except for liability that cannot be excluded under Section 14.3(b) or Section 14.9 (a party's own fraud or willful misconduct, and liability that applicable law does not permit to be excluded), nothing in the Agreement (including the super-cap and carve-outs in Section 14) revives liability for AI Output.

5.8 Decisions about individuals. The Service is designed to analyze businesses and transactions, not natural persons. Customer must not use the Service or AI Output as the sole or determinative basis for a consequential decision about a natural person (including credit, employment, housing, insurance, health care, or government benefits decisions).

5.9 Sophisticated party; assumption of risk. Customer acknowledges that it is a sophisticated commercial party engaged in evaluating, financing, or executing business acquisitions; that it has, or will obtain, access to qualified legal, accounting, valuation, tax, and financing professionals; that it is not relying on Umplify for advice of any kind; and that it has chosen to use the Service with that knowledge. Customer assumes all risk of every decision, offer, bid, letter of intent, purchase agreement, financing application, representation to any lender, investor, seller, broker, partner, regulator, or other person, and every other action or omission that Customer or its Authorized Users take with, from, or in reliance on the Service or any Output.

6. Intellectual Property, Customer Data, and Usage Data

In short: you own your data; we own the platform; we may use aggregate, de-identified statistics that cannot identify you, your people, or your deals.

6.1 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Umplify a non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Data solely to provide and support the Service, to comply with law, and as otherwise instructed by Customer (including passing Customer Data to a Tenant AI Provider under Section 5.6). Umplify's processing of personal information within Customer Data is governed by the DPA.

6.2 Umplify property. Umplify and its licensors own the Service, the Documentation, the underlying software, models, prompts, interfaces, and all related intellectual property, including all improvements. No rights are granted except as expressly stated in the Agreement.

6.3 Usage Data. "Usage Data" means aggregated or de-identified technical and usage information derived from the operation of the Service (for example, feature usage counts, performance metrics, and error rates) that does not identify, and cannot reasonably be used to identify, Customer, any Authorized User or other natural person, or any deal, target company, or transaction of Customer. Umplify owns Usage Data and may use it to operate, secure, and improve the Service. Umplify will not re-identify Usage Data.

6.4 Feedback. If Customer or an Authorized User provides suggestions or feedback about the Service, Umplify may use it without restriction or obligation, provided that doing so does not identify Customer or disclose Customer's Confidential Information.

6.5 Third-party and open-source components. The Service includes third-party and open-source software components. Those components are provided under their own license terms, which govern to the extent they conflict with this Agreement for those components. A list of required notices is available on request.

7. Customer Obligations and Acceptable Use

In short: use the Service lawfully, follow the AUP, and only upload deal data you actually have the right to upload.

7.1 Acceptable use. Customer will comply, and will ensure its Authorized Users comply, with the AUP, which is incorporated into this Agreement. Customer will not: (a) use the Service to violate law or third-party rights; (b) reverse engineer, copy, resell, or provide service-bureau access to the Service except as permitted by law notwithstanding this restriction; (c) circumvent plan limits, security controls, or usage metering; or (d) upload malicious code.

7.2 Rights in uploaded data. Customer represents and warrants that it has all rights, consents, and permissions necessary to upload and process Customer Data through the Service, including target-company and deal data received under non-disclosure or advisory arrangements, and that its use of that data in the Service does not breach any agreement with, or right of, a target company, seller, broker, or other third party.

7.3 MCP server access. On plans that include it (currently Firm and Enterprise), Customer may connect external AI assistants to the Service through Umplify's MCP (Model Context Protocol) server. MCP access is part of the Service and is governed by this Agreement and the AUP. Each connection is authorized by an Authorized User signing in with their own identity, and it can read the data of Customer's whole tenant, so Customer should connect clients only for individuals it would permit to read all of its deals. Customer is responsible for the external AI clients it connects, for the credentials and sessions those clients hold, for the data those clients retrieve, and for what those clients do with retrieved data, including any content that the client itself generates from retrieved data, which is not Output. MCP access is subject to the plan limits and rate limits in Section 3.2 and the AUP, and Umplify may suspend an MCP connection that it reasonably believes is being misused. Umplify offers no other programmatic interface to the Service. While an individual is required to accept a material change under Section 15.3, every client that individual connected is refused until they accept in the web application.

8. Authorized Users and Accounts

In short: your seats, your users, your responsibility; tell us quickly if an account is compromised.

8.1 Seats. Customer may enable Authorized Users up to its plan's seat count. Accounts are for named individuals and credentials must not be shared.

8.2 Credentials and responsibility. Customer is responsible for maintaining the confidentiality of its Authorized Users' credentials and for all activities under its accounts. Acts and omissions of Authorized Users are deemed acts and omissions of Customer.

8.3 Compromise. Customer will notify Umplify promptly at privacy@acquiror.ai (the security contact designated on the DPA cover page) on becoming aware of any unauthorized access to or use of its accounts or the Service.

9. Fees, Billing, and Taxes

In short: pay per your plan; annual plans are 12-month commitments billed monthly; prices exclude taxes; if a payment fails we retry it, and continued non-payment can lead to suspension or termination.

9.1 Fees. Customer will pay the fees for its subscription tier as stated in the Order Form or on the plan page at the time of purchase. Fees are billed in advance on a monthly billing cycle unless the Order Form states otherwise.

9.2 Annual commitment. "Annual" plans are a 12-month commitment billed monthly at the discounted annual rate. The commitment is a binding payment obligation for the full 12-month term. Upgrading to a higher tier during a committed term starts a new 12-month commitment on the new tier from the date of the upgrade; downgrades take effect at the end of the committed term. When a committed term ends it is not renewed as a new commitment: unless Customer cancels or selects a new annual commitment, the subscription continues month to month on the same tier at the then-current monthly rate for that tier (Section 10.1). Non-payment during a committed term is a breach of the commitment, and Umplify may, after the notice and retry period in Section 9.5, elect one of the following alternative remedies: (a) accelerate and invoice the remaining fees for the balance of the committed term, in which case access to the Service will continue, or will be restored on payment of the accelerated amount, for the balance of the committed term; or (b) suspend the Service until the overdue amounts are paid, in which case further installments of the commitment do not accrue while the Service is suspended under this Section. Umplify will not both collect fees for a period and withhold the Service for that same period.

9.3 Currency. Fees are payable in USD or CAD, as stated at the time of purchase; the currency is determined by Customer's billing country (CAD for Canada, USD otherwise). The billing currency is fixed when Customer's billing account is first created at checkout (including a checkout that starts a free trial) and cannot subsequently be changed for that billing account, including after cancellation and re-subscription.

9.4 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable taxes, including Canadian GST/HST and applicable US state and local taxes, other than taxes on Umplify's net income. Where Umplify is required to collect taxes, they will be added to the invoice.

9.5 Late payment, retries, suspension, and termination. If a payment fails, Umplify's payment processor retries the charge over the following days and Umplify notifies the account's billing contact by email that the payment failed and that access may be suspended. Access continues during the retry period. If the payment still fails after the processor's retries (currently three attempts on an invoice), Umplify may suspend or terminate the subscription; for a subscription that is not in a committed term, termination may take effect immediately when the final retry fails, and Customer's access, including self-service export, ends at that time (Section 10.4). Suspension or termination for non-payment does not relieve Customer of its payment obligations, including any annual commitment.

9.6 No refunds. Except as expressly stated in this Agreement (including Section 15.3, the refund remedy in Section 13.1(iii), and the subprocessor-objection refund in the DPA), fees are non-refundable.

10. Term, Termination, and Effect of Termination

In short: cancel at the end of your term; either side can terminate for uncured material breach; after termination you have 60 days to ask us for an export of your data, then we delete it per the Retention Schedule.

10.1 Term. The Agreement starts on acceptance and continues while Customer has an active subscription or trial. Unless the Order Form states otherwise: a monthly subscription renews automatically each month unless cancelled under Section 10.2 before the renewal date; and an annual commitment, when its 12-month term ends, continues automatically month to month on the same tier at the then-current monthly rate for that tier, without a new 12-month commitment, unless Customer cancels under Section 10.2 or selects a new annual commitment.

10.2 Termination for convenience. Customer may terminate by cancelling its subscription effective at the end of the then-current subscription term (for annual-commitment plans, the end of the 12-month committed term).

10.3 Termination for cause. Either party may terminate the Agreement if the other party materially breaches it and fails to cure within 30 days of written notice. Either party may terminate immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings not dismissed within 60 days. Umplify may terminate or suspend immediately for a violation of the AUP.

10.4 Effect of termination. On expiry or termination: (a) Customer's access rights end, including access to the Service's self-service export, so Customer should export its Customer Data before the end of the subscription term; (b) for 60 days following the effective date, Umplify will on request provide Customer with an export of its Customer Data in the same form as the self-service export (structured data plus original uploaded documents); (c) after that 60-day window ends, Umplify will delete Customer Data within 90 days, in accordance with the Retention Schedule and the DPA; and (d) fees accrued remain payable, and for an annual commitment that ends early other than by Customer's termination for Umplify's uncured breach, the committed fees remain payable, subject to the rule in Section 9.2 that Umplify will not both collect fees for a period and withhold the Service for that same period.

10.5 Survival. Sections 2, 5.2 to 5.9, 6, 7.2, 9 (as to accrued amounts), 10.4, 10.5, 11, 12, 13, 14, 16, 17, 18, and 19 survive termination.

11. Confidentiality

In short: your deal data is confidential; ours is our platform information; both sides protect the other's secrets, for five years after the end of the Agreement and indefinitely for trade secrets.

11.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that reasonably should be understood to be confidential. Customer's Confidential Information includes Customer Data and all deal-related information (including the existence, identity, and terms of any actual or potential transaction or target company). Umplify's Confidential Information includes the Service's non-public technology, security information, and pricing not publicly listed. Umplify's use of Customer Identifiers as Section 17 permits is not a breach of this Section 11.

11.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) was known to the Recipient without confidentiality obligation before disclosure; (c) is received from a third party without breach of an obligation; or (d) is independently developed without use of the Discloser's Confidential Information.

11.3 Obligations. The Recipient will: (a) use Confidential Information only to perform under or exercise rights in the Agreement; (b) protect it with at least reasonable care and no less care than it uses for its own similar information; and (c) limit access to personnel, advisors, and subcontractors who need it and are bound by obligations at least as protective.

11.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law or court order, provided it gives the Discloser prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment, and discloses only what is required.

11.5 Return and destruction. On the Discloser's written request, or on termination (subject to Section 10.4's export window and the Retention Schedule), the Recipient will return or destroy the Discloser's Confidential Information, except copies retained under routine backup or legal-retention requirements, which remain protected under this Section.

11.6 Duration. Confidentiality obligations survive for 5 years after termination of the Agreement, and indefinitely for trade secrets for as long as they remain trade secrets.

12. Warranties and Disclaimers

In short: we promise to run the Service with reasonable skill and care; we do not warrant AI Output or any other Output at all, we do not promise that a valuation reflects what a business is worth or that any deal will close or be financed, and beyond what's written here, the Service is provided as is.

12.1 Umplify warranty. Umplify warrants that during a paid subscription term it will provide the Service with reasonable skill and care and materially in accordance with the Documentation.

12.2 Customer warranties. Customer warrants that: (a) its acceptance and performance of the Agreement are duly authorized or, where Customer is an individual, that Customer has the legal capacity to enter into and perform the Agreement; and (b) the representations in Sections 1.6, 7.2, and 18 are and will remain true.

12.3 DISCLAIMER OF WARRANTIES. Except as expressly stated in Section 12.1, the Service, the Documentation, all Output, and all related services are provided "as is" and "as available". To the maximum extent permitted by law, Umplify disclaims all other warranties, conditions, and representations, express, implied, or statutory, including any implied warranty or condition of MERCHANTABILITY, merchantable quality, FITNESS FOR A PARTICULAR PURPOSE, title, non-infringement, accuracy, completeness, durability, and any warranty or condition arising from statute, course of dealing, course of performance, or trade usage. Umplify does not warrant that the Service will be uninterrupted, error-free, or secure; that any Output is accurate, complete, or current; that any valuation or valuation range reflects the fair market value, price, or worth of any business; that any financing threshold, debt-capacity figure, or debt-service-coverage figure reflects what any lender will lend or require; or that any transaction, financing, bid, or other outcome will follow from use of the Service. Trial use and Beta Features are excluded from all warranties (Section 4.3).

12.4 AI OUTPUT DISCLAIMER (ECHO OF SECTION 5). Without limiting Section 12.3, Umplify makes no warranty, condition, or representation of any kind regarding AI Output, including its accuracy, completeness, reliability, or fitness for any purpose, whether generated by Umplify's own or Umplify-configured AI systems or by a Tenant AI Provider. The mandatory verification obligation in Section 5.3 applies to all AI Output and all other Output, and the no-advice, assumption-of-risk, and release provisions in Sections 5.4, 5.9, and 14.8 apply regardless of this Section 12.

12.5 Conspicuousness. The parties agree that the provisions of this Section 12 and of Section 14 that are set in bold type under capitalized headings are conspicuous and are a reasonable allocation of risk between sophisticated commercial parties. The Service presents these Terms for acceptance as described in Section 1.3, and an Order Form or a written confirmation may do the same; by accepting, Customer confirms that it has read those provisions and had the opportunity to review them with counsel.

13. Indemnities

In short: we defend you against claims that the platform infringes someone's IP; you defend, indemnify, and hold us harmless against claims and losses arising from your data, your use of the Service and its Output (including what you tell lenders, investors, sellers, or regulators on the strength of it), your AUP breaches, AI providers and external clients you bring, and your disputes with the other parties to your deals.

13.1 By Umplify. Umplify will defend Customer against any third-party claim alleging that the Service, as provided by Umplify and used as permitted under the Agreement, infringes a third party's intellectual property rights, and will indemnify Customer for damages, costs, and reasonable legal fees finally awarded on, or paid in settlement of, that claim. This obligation does not apply to claims arising from: (a) Customer Data or AI Output; (b) Tenant AI Providers; (c) modification of the Service by anyone other than Umplify; (d) combination of the Service with items not provided by Umplify, where the claim would not have arisen without the combination; or (e) use in breach of the Agreement or the Documentation. If the Service is, or in Umplify's opinion is likely to become, subject to an infringement claim, Umplify may: (i) procure the right for Customer to continue using it; (ii) modify or replace it without material loss of functionality; or (iii) if neither is commercially reasonable, terminate the affected subscription and refund prepaid unused fees. This Section 13.1 states Umplify's entire liability, and Customer's exclusive remedy, for third-party infringement claims relating to the Service.

13.2 By Customer. Customer will defend Umplify and its affiliates, and their respective officers, directors, employees, and contractors (the "Umplify Parties"), against any claim, demand, suit, or proceeding brought by a third party, and will indemnify and hold the Umplify Parties harmless from all damages, losses, liabilities, costs, and expenses (including reasonable legal fees and costs of investigation) finally awarded on, paid in settlement of, or otherwise incurred in connection with that claim, arising out of or relating to:

  • (a) Customer's or an Authorized User's use of the Service or of any Output, including any decision, offer, bid, letter of intent, purchase, financing, or transaction made or declined with it; any representation, submission, or disclosure made to a lender, investor, seller, broker, partner, regulator, court, or other person on the strength of it; and any professional work product, report, memo, model, or opinion that Customer or anyone else builds on it;
  • (b) Customer Data, including uploaded deal documents and the personal information of third parties in them, any allegation that Customer lacked the rights, consents, or authorizations needed to upload or process it, and any breach of the data-rights warranties in Section 7.2;
  • (c) breach of the Agreement, the AUP, or applicable law by Customer or an Authorized User;
  • (d) Customer's configured Tenant AI Providers and any external client Customer connects through the MCP server, including their processing, conduct, outputs, and handling of retrieved data; or
  • (e) any dispute between Customer (or its Authorized Users, affiliates, or investors) and any seller, target company, broker, advisor, co-investor, lender, or other participant in or counterparty to a transaction that Customer evaluated, pursued, or completed with the Service.

Customer's obligations under this Section 13.2 apply whether or not the claim alleges fault by an Umplify Party, except to the extent a court of competent jurisdiction finally determines that the loss was caused by that Umplify Party's own negligence, fraud, or willful misconduct, in which case Customer's obligation is reduced in proportion to that Umplify Party's share of the fault.

13.3 Procedure. The indemnified party must give prompt written notice of the claim (a delay in notice relieves the indemnifying party only to the extent it is prejudiced), grant the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party, imposes no obligation on it other than payment by the indemnifying party, and includes no admission of fault by it, without the indemnified party's prior written consent), and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense. The indemnities in this Section 13 cover claims brought by third parties; they also cover the reasonable legal fees and costs that the indemnified party incurs in any action between the parties to enforce this Section 13.

14. Limitation of Liability and Release

In short: our liability is capped at 12 months of fees (CAD $100 if you paid nothing, for example during a trial), twice that for confidentiality, data-protection, and some indemnity matters; a short list of things is never capped; nobody pays consequential damages, and nobody pays for lost deals, lost financing, or overpaying for a business; AI Output liability stays excluded except for fraud, willful misconduct, and liability the law does not allow us to exclude; claims must be brought within one year; and you release us from claims that the Service caused a deal outcome.

14.1 CAP. Except as stated in Sections 14.2 and 14.3, each party's total aggregate liability arising out of or related to the Agreement or the Service, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, will not exceed the fees paid or payable by Customer for the Service in the 12 months preceding the first event giving rise to the claim or, if no fees were paid or payable in that period (including during a free trial or any free use), one hundred Canadian dollars (CAD $100).

14.2 Super-cap. The cap in Section 14.1 is increased to 2 times the fees paid or payable by Customer in the 12 months preceding the first event giving rise to the claim for: (a) breaches of Section 11 (Confidentiality) or of a party's data-protection obligations under the Agreement (including the DPA, and including liability arising from a Personal Data Breach as defined in the DPA); and (b) Customer's indemnification obligations under Section 13.2(c) and Customer's liability for breaches of the AUP. The super-cap does not apply to, and does not create any liability for, AI Output excluded under Sections 5.7, 12.4, and 14.5, or for any claim released under Section 14.8.

14.3 Uncapped liabilities. Nothing in this Section 14 limits: (a) Customer's payment obligations under the Agreement; (b) either party's liability for its own fraud (meaning intentional fraud or fraudulent misrepresentation), its own willful misconduct, or, where and to the extent applicable law does not permit it to be limited or excluded, its own gross negligence, or any other liability that cannot be limited or excluded under applicable law; (c) Customer's indemnification obligations under Sections 13.2(a), 13.2(b), 13.2(d), and 13.2(e) (use of the Service and Output, Customer Data and the rights to upload it, Tenant AI Providers and connected clients, and transaction disputes), Customer's liability for breach of Section 7.2, and Customer's liability for infringement of Umplify's intellectual property rights; or (d) Umplify's indemnification obligations under Section 13.1.

14.4 EXCLUDED DAMAGES. Except for the liabilities listed in Section 14.3, and to the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost savings, loss of data, loss of business opportunity, loss of a deal or transaction, loss of or failure to obtain financing, overpayment or underpayment for any business or asset, diminution in value of any business, asset, or investment, loss of goodwill, or cost of substitute services, however caused and under any theory of liability, even if advised of the possibility of such damages. The exclusions and limitations in this Section 14 apply even if any limited remedy fails of its essential purpose.

14.5 AI OUTPUT (ECHO OF SECTION 5). Notwithstanding anything else in the Agreement, including Section 14.2 and Section 14.3 (other than Section 14.3(b)), Umplify has no liability for AI Output or for use of or reliance on AI Output, whether generated by Umplify's own or Umplify-configured AI systems or by a Tenant AI Provider. Neither the super-cap nor any carve-out in this Section 14 revives or creates liability for AI Output, except that this Section does not exclude liability described in Section 14.3(b) or Section 14.9 (a party's own fraud or willful misconduct, and liability that applicable law does not permit to be excluded).

14.6 Basis of the bargain. The parties agree that Sections 5, 12, 13, and 14 together reflect the agreed allocation of risk between sophisticated commercial parties, that Umplify's pricing depends on it, and that Umplify would not provide the Service without it.

14.7 Time limit for claims. The Agreement is a business agreement in which no party is a consumer, and the parties shorten the limitation periods that would otherwise apply, as section 22 of the Limitations Act, 2002 (Ontario) permits for a business agreement, without excluding any of them: any claim by either party arising out of or related to the Agreement or the Service, other than a claim for fees payable under Section 9, must be commenced within one year after the day on which the claimant discovered, or ought reasonably to have discovered, the matters giving rise to the claim, and is otherwise barred. Where applicable law does not permit the limitation period to be shortened to one year, the shortest period that law permits applies instead. This Section 14.7 does not apply to a Customer who is in fact a consumer under the law that applies to it, or to a claim to which the law of Quebec applies notwithstanding Section 19.1; for them the limitation periods of the applicable law apply unchanged.

14.8 RELEASE OF DEAL OUTCOMES. Customer understands that the Service is a tool for organizing and analyzing information about business acquisitions, that every decision about a transaction is Customer's own, and that the outcome of any transaction depends on many things outside the Service. In exchange for access to the Service at its price, Customer, for itself and its affiliates and Authorized Users, releases and forever discharges the Umplify Parties from any claim, of any kind and under any theory, INCLUDING A CLAIM BASED ON THE NEGLIGENCE OF UMPLIFY TECHNOLOGIES INC. OR ANY OTHER UMPLIFY PARTY, that a valuation, analysis, figure, draft, memo, or other Output produced with the Service, or the Service itself, caused or contributed to Customer paying too much or too little for a business, bidding too high or too low, losing or failing to win a deal, failing to obtain or losing financing, accepting or rejecting any terms, or suffering any other commercial, financial, or investment outcome. This release is a deliberate allocation of commercial risk between sophisticated parties, consistent with Sections 5.3, 5.4, 5.9, 12, and 14.4, and Customer will indemnify the Umplify Parties against any released claim brought by its affiliates or Authorized Users. It does not release liability for an Umplify Party's own fraud, willful misconduct, or, where applicable law does not permit its release, gross negligence, or any other liability that cannot be released under applicable law.

14.9 Quebec and other mandatory law. Notwithstanding Section 14.5, nothing in this Section 14 excludes or limits liability for bodily or moral injury, or for material injury caused by intentional or gross fault, where the Civil Code of Quebec applies. If Customer is domiciled in Quebec or another jurisdiction whose law otherwise restricts what this Section 14 provides, the exclusions, limitations, and release in this Section 14 apply to the fullest extent that law permits and are read down only to the extent required. By accepting these Terms when the Service presents them (Section 1.3), or through an Order Form or a written confirmation, Customer confirms that the content of Sections 5, 12, 13, and 14, and of the documents incorporated by Section 1.5, which the acceptance control links to, was expressly brought to its attention before it accepted the Agreement.

15. Modification of these Terms

In short: we give 30 days email notice of material changes; material changes bind you only when you affirmatively re-accept them; changes are prospective only; you can leave before they take effect and get a pro-rata refund; we never change terms just by silently posting a new version.

15.1 Material changes. Umplify may modify these Terms and the referenced policies. For material changes, Umplify will give at least 30 days advance notice by email to Customer's account administrators before the change takes effect. Material changes apply prospectively only.

15.2 Non-material changes. Non-material changes (such as clarifications, formatting, or contact updates) may be made by posting the updated version with an updated version date. Continued use of the Service after a non-material change is posted constitutes acceptance of that change.

15.3 Re-acceptance and right to exit. A material change binds Customer only when a person warranting authority to bind Customer (or Customer personally, where Customer is an individual) re-accepts it through an affirmative action Umplify offers for that purpose (such as accepting the updated documents in the product when the Service asks, or confirming in writing by email). Continued use alone does not bind Customer to a material change. On or after the change's effective date, the Service asks each Authorized User to accept the updated documents before continuing, and an external AI client connected under Section 7.3 is refused until the individual who authorized it has accepted in the web application. If Customer does not agree to a material change, Customer may terminate the Agreement effective before the change's effective date and will receive a pro-rata refund of prepaid, unused fees.

15.4 Archive. Prior versions of these Terms are archived by Umplify and available on request to privacy@acquiror.ai. Umplify does not amend these Terms by posting alone.

16. Intellectual Property Complaints (United States and Canada)

In short: US copyright complaints follow the DMCA; Canadian notices follow the notice-and-notice regime, under which we forward compliant notices but have no takedown duty; notices demanding payment or personal information are rejected.

16.1 US DMCA notice and takedown. For claims of copyright infringement governed by US law, notices under 17 U.S.C. § 512 should be sent to Umplify's copyright agent by email to privacy@acquiror.ai with the subject "Copyright notice". A compliant notice must identify the copyrighted work, identify the allegedly infringing material and its location in the Service, provide the complainant's contact information, and include the statements and signature required by § 512(c)(3). Umplify will respond expeditiously to compliant notices, including removing or disabling access to the identified material where appropriate, and will notify the affected account. Umplify maintains a policy of terminating, in appropriate circumstances, the accounts of repeat infringers.

16.2 Canadian notice and notice. For notices of claimed infringement under sections 41.25 and 41.26 of the Copyright Act (Canada): (a) on receiving a notice that complies with section 41.25(2), Umplify will forward it electronically to the account holder to whom the electronic location belongs and inform the claimant of the forwarding (or the reasons forwarding was not possible); (b) Umplify will retain records enabling the identity of the account holder to be determined for 6 months from receipt of the notice, or 12 months if the claimant commences proceedings and notifies Umplify before that 6-month period expires; (c) the Canadian regime imposes no takedown obligation, and forwarding a notice is not a determination of infringement; and (d) a notice that contains an offer to settle, a demand for payment, a demand for personal information, or a hyperlink to any of those is non-compliant under section 41.25(3) and will be rejected.

16.3 Choice of path. Umplify will process each notice under the regime applicable to it. Nothing in this Section limits Umplify's rights under the AUP or Section 10.3.

17. Publicity

In short: once you move from the trial to a paid subscription, we may show your organization's name and logo on our website and marketing materials. If you are an individual customer, we show your name only with your consent. We will never use your deal information, and you can opt out at any time.

17.1 Customer identifiers. Where Customer is an organization, from the date Customer begins a paid subscription after any trial period, Customer grants Umplify a non-exclusive, revocable, royalty-free license to display Customer's legal name, trade name, logo, and trademarks ("Customer Identifiers") on the acquiror.ai website and in Umplify's marketing materials, solely to identify Customer as a user of the Service. Customer represents that it has the right to grant this license for each Customer Identifier it provides. This license continues after termination of the Agreement until Customer withdraws it under 17.3. Where Customer is an individual, including a sole proprietor, no license is granted under this Section 17.1, and Umplify will not display the individual's name or any other Customer Identifier without the individual's prior written consent, for example when the individual agrees to provide a testimonial under 17.2.

17.2 What this does not cover. This license does not extend to Customer Data, Customer's deals or transactions, the names of counterparties, Output, financial information, or any statement attributed to Customer. Umplify will not publish a quotation, testimonial, or case study about Customer without Customer's prior written consent.

17.3 Opt out. Customer may withdraw this license at any time by emailing privacy@acquiror.ai. Umplify will remove Customer Identifiers from the website within 30 days after receiving the email and will not reprint them in new materials.

17.4 Trademark use. Umplify will use Customer Identifiers in the form Customer provides and will not alter them, other than proportional resizing or file-format conversion, or suggest endorsement beyond use of the Service.

18. Export Controls and Sanctions

In short: you promise you are not a sanctioned party and will not use the Service from or for sanctioned places or purposes.

18.1 The Service may be subject to Canadian and US export control and economic sanctions laws, including Canada's Special Economic Measures Act and related sanctions regulations, the US Export Administration Regulations, and sanctions programs administered by the US Office of Foreign Assets Control.

18.2 Customer represents and warrants that it: (a) is not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions; (b) is not a person on any Canadian or US restricted-party or sanctions list, and is not 50% or more owned or controlled by any such person; (c) will not permit access to the Service from any such country, region, or person; and (d) will not use the Service for any end use prohibited by applicable export control or sanctions law. Umplify may suspend the Service immediately on a good-faith screening or compliance concern under this Section.

19. General

In short: the standard closing provisions: Ontario law and Toronto courts, notices by email, no assignment without consent except in an acquisition, and the usual boilerplate.

19.1 Governing law and jurisdiction. The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto for all disputes arising out of or relating to the Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental action, utility or internet failures, and denial-of-service or similar attacks, provided it uses reasonable efforts to resume performance.

19.3 Assignment. Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign it without consent to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, with written notice to the other party. Any other purported assignment is void.

19.4 Notices. Notices under the Agreement must be in writing. Notices to Customer may be sent by email to an account administrator on file and are deemed given when sent, except that a notice of material amendment, suspension, or termination is deemed given only if Umplify does not receive an automated delivery-failure indication; on such an indication Umplify will resend the notice to another contact method on file for Customer. Notices to Umplify, including a withdrawal under Section 17.3, must be sent by email to privacy@acquiror.ai.

19.5 Entire agreement; non-reliance. The Agreement is the entire agreement between the parties regarding the Service and supersedes all prior and contemporaneous agreements, proposals, and representations on that subject. Customer acknowledges that in entering the Agreement it has not relied on any statement, representation, or warranty not expressly set out in the Agreement, including statements on the acquiror.ai website, in marketing materials, in the Documentation beyond the warranty in Section 12.1, or by Umplify personnel. Terms in a Customer purchase order or similar document are void and of no effect.

19.6 Severability. If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder stays in effect.

19.7 Waiver. A failure or delay in exercising a right is not a waiver. A waiver is effective only if in writing and signed by the waiving party.

19.8 No third-party beneficiaries. The Agreement creates no rights in any third party, except that each of the Umplify Parties may rely on and enforce Sections 13.2 and 14, including the release in Section 14.8.

19.9 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

19.10 Language. The parties confirm their express wish that the Agreement and all related documents be drawn up in English. Les parties confirment leur volonté expresse que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais. The Service and these Terms are currently offered in English only; a Customer that requires a French version of the Agreement should contact Umplify before subscribing.

Questions about these Terms: privacy@acquiror.ai.