Odin: Deal Intelligence That Learns Your Firm

TERMS OF SERVICE

Last Updated: June 1, 2026

These Terms of Service (together, the "Terms of Service") apply to any access to, or use of, the Platform (as defined below) as made available by TxnHub, LLC, a Georgia (US) limited liability company ("TxnHub" or "we"). For the purposes of these Terms of Service, the terms "you" and "User" mean you as the user of the Platform. You and TxnHub may be referred to herein, each individually, as a "Party", and, collectively, as the "Parties".

These Terms of Service apply to the use of the website located at odin.txnhub.app (the "Website") and all data, data feeds, tools, features, functionality, content, materials, subscriptions, and offers made available through the Website (collectively, the "Platform").

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT DOWNLOAD, ACCESS OR USE THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT DOWNLOADING, ACCESSING, OR USING ANY PORTION OF THE PLATFORM IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS OF SERVICE.

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE PURSUANT TO WHICH YOU AND TXNHUB AGREE THAT ALL DISPUTES ARISING IN CONNECTION WITH THESE TERMS OF SERVICE AND YOUR USE OF THE PLATFORM MAY BE SUBMITTED TO MANDATORY BINDING ARBITRATION.

1. Platform License and Restrictions on Use**.

1.1 License. Subject to the terms and conditions of these Terms of Service, and based on your access limitations, we grant to you, a non-exclusive, non-transferable, non-assignable, worldwide, limited right to access and use the Platform, as such may be modified, revised, and updated in accordance with these Terms.

1.2 Account. To access and use the Platform, you must register and establish an account (an "Account"). To register for an Account, an Admin (as defined below) must purchase a Subscription (as defined below) and give you access to create an Account under such Subscription. To create your Account, you must (a) complete the Account registration form, providing true, accurate, current, and complete information in the form requested by us (collectively, "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Although we are not responsible for verifying Registration Data, if we have reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, or incomplete, we may suspend or terminate your Account and prohibit you from accessing or using the Platform. Your access to various features of the Platform and its associated services may be limited based on your Subscription or your type of Account, as determined and maintained by the Admin.

1.3 Compliance; Restrictions on Use; Other Obligations.

(a) User represents and warrants to TxnHub that: (i) User has obtained all rights, permissions, consents, authorizations, and approvals necessary to upload, process, analyze, store, and use Customer Data (as defined below) through the Platform, including any confidential information memoranda, financial information, management presentations, diligence materials, and transaction documents, and (ii) User's use of the Platform and submission of Customer Data does not violate any confidentiality obligation, non-disclosure agreement, contractual restriction, fiduciary duty, or applicable law. User shall not access or use the Platform in violation of any export control, sanctions, embargo, anti-boycott, or international trade law.

(b) The User shall not and shall not permit any other Person to:

(i) License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the License or any other rights to access or use the Platform;

(ii) Disassemble, decompile, reverse engineer, scrape, or otherwise attempt to derive source code or other trade secrets from the Platform, or modify, make derivative works based upon, copy or otherwise use any ideas, features, functions or graphics of the Platform in order to: (1) build a competitive product or service; or (2) build a product using similar features, functions, or graphics of the Platform;

(iii) Attempt to discover, extract, infer, recreate, replicate, benchmark, or reverse engineer any model architecture, prompts, retrieval mechanisms, scoring methodologies, ranking systems, training data, or artificial intelligence components used by the Platform;

(iv) Input, upload, transmit, store or otherwise provide to or through the Platform any materials: (1) which are infringing, unlawful, or tortious or which contain pornography, violence, hateful conduct, or other graphic content, or that intentionally contain any misinformation or false statement of fact; or (2) contain, transmit, or activate any Harmful Code;

(v) Bypass or breach or attempt to bypass or breach any security mechanism on the Platform, or otherwise attempt to gain unauthorized access to the Platform or its related systems or networks or permit Third Parties to access the Platform;

(vi) Knowingly assist any third party in challenging the validity or registration of any Intellectual Property Rights of TxnHub or asserting ownership of any Intellectual Property Rights of TxnHub, including in and to the Platform;

(vii) Under or in connection with any part of these Terms of Service or its subject matter, perform any act that, or fail to perform any act the omission of which infringes, misappropriates or otherwise violates any Intellectual Property Rights of TxnHub or other rights of any Person, or violates any applicable law, including data protection and privacy laws;

(viii) Publish or disclose any benchmarking results, performance analyses, comparisons, evaluations, or reviews of the Platform without TxnHub's prior written consent;

(ix) Use bots, crawlers, scripts, automated systems, or similar technologies to systematically extract, harvest, download, reproduce, or collect Outputs, citations, analyses, or other Platform content; or

(x) Use the Platform in a way that: (1) contravenes or violates applicable law; or (2) otherwise fails to comply with these Terms of Service.

1.4 Technical Requirements. The User is solely responsible for the operation, management, and maintenance of its hardware and related electronic equipment, systems, databases, networks, software, and internet access necessary to access and use the Platform ("User Systems"). TxnHub neither represents nor warrants that the Platform will be accessible through all browser releases or all versions of tablets, smartphones, or other computing devices. TxnHub is not responsible or liable for any delay or failure of performance caused in whole or in part by any User Systems (or any other technical failure of the User). The User will be responsible for supplying TxnHub with any technical data and other information TxnHub may reasonably request to enable TxnHub to provide the Platform to the User. The User must have internet access and a mobile device on which to download the Platform.

1.5 Suspension of Access. Any use of the Platform in violation of these Terms of Service or that, in TxnHub's sole discretion, threatens the security, integrity or availability of the Platform or may result in violation of applicable law, may result in TxnHub immediately suspending access to the Platform. Where TxnHub is permitted to suspend or terminate any access to the Platform under these Terms of Service, TxnHub may do so by any legal means. TxnHub reserves the right to reject, quarantine, remove, or restrict access to any Customer Data that, in TxnHub's reasonable judgment, presents security, legal, compliance, privacy, operational, or technical risk.

2. User Data; Confidentiality.

2.1 Acknowledgments, Obligations and Representations. The User shall be solely and exclusively responsible for User Data used in conjunction with its use of the Platform. TxnHub has no responsibility for verifying or maintaining any User Data, and in no way will it be liable for the accuracy, availability, correctness, timeliness, or any other quality of or concerning the User Data. Accordingly, the User represents and warrants that: (i) it has all rights and permissions necessary to provide, upload, transmit, and use all User Data that is submitted to, uploaded to, placed on, transmitted through, or monitored by the Platform; (ii) no portion of the User Data is unlawful or infringes upon the rights of any third party, including any third party Intellectual Property Rights; (iii) the provision and use of User Data as contemplated by these Terms of Service does not and will not violate any privacy policy, terms of use, or other agreement to which the User is bound or any applicable law; and (iv) that all User Data is accurate, correct and complete, and timely updated to effect the same.

2.2 Removal of User Data. TxnHub may, at its sole discretion, restrict, limit or reject the storage or transmission of any User Data and remove any User Data that has previously been uploaded or transmitted to the Platform, if TxnHub reasonably believes that such User Data or the use thereof is in violation of the terms of these Terms of Service or applicable law.

2.3 User Data License. The User grants TxnHub a non-exclusive, worldwide, royalty-free, fully paid-up license to access and use the User Data in connection with its provision of the Platform pursuant to these Terms of Service and to monitor, develop and improve the Platform. TxnHub may but will have no obligation to monitor the User Data and the User's use of the Platform generally, without restriction. TxnHub shall have no obligation to store or create back-ups of any User Data, and the User acknowledges that User Data may be irretrievable.

2.4 Privacy Policy. TxnHub's use of User Data (and Anonymized Data (as defined in Section 2.5) and User Usage Data (as defined in Section 2.6)) will be subject to any written privacy policy of TxnHub, as may be in effect from time to time, and amended in accordance with its terms, the terms of which are incorporated herein by reference, as (and when) applicable.

2.5 Anonymized Data. TxnHub does NOT train any models on User Data (or share such User Data with any other customer without the prior authorization of the User). However, the User acknowledges and agrees that data derived from the User Data or the User's use of the Platform generally (including User Usage Data), that is anonymized, de-identified, or is otherwise not reasonably associated or linked to the User ("Anonymized Data") may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models and creation of statistical rules in connection with the betterment of the Platform. Such analysis may be performed in conjunction with data derived from other customers and from other data sources. Without limitation, TxnHub may use Anonymized Data, User Usage Data, Outputs, and aggregated information derived from Customer Data to develop, improve, test, train, enhance, and support the Platform and related products and services. The rights to use the Anonymized Data described under this Section 2.5 will survive any expiration or termination of these Terms of Service.

2.6 User Usage Data. The User further acknowledges and agrees that TxnHub may, directly or indirectly, including through the services of Third Parties, collect and store information and data in connection with the User's use of the Platform including User Systems on which is installed or through which it otherwise is accessed and used (the "User Usage Data"). TxnHub may collect such information and data through lawful means including: (a) the User's access and use of the Platform; and (b) the provision of services through the Platform. TxnHub may access, use, and provide Third Parties with access to and use of the User Usage Data for the following enumerated purposes: (i) making the Platform functional and usable for the User; (ii) providing the User with the services available through the Platform; (iii) improving the performance of the Platform; (iv) developing Updates; and (v) verifying the User's compliance with the terms of these Terms of Service and enforcing TxnHub's rights, including all Intellectual Property Rights in and to the Platform. The rights to use the User Usage Data described under this Section 2.6 will survive any expiration or termination of these Terms of Service.

2.7 TxnHub Data Rights. Notwithstanding anything herein to the contrary, nothing in this Section shall restrict TxnHub's rights to use User Usage Data, Anonymized Data, aggregated data, or information otherwise permitted under Sections 2.5 and 2.6. Information shall not be considered Confidential Information to the extent it has been anonymized, de-identified, or aggregated such that it cannot reasonably be used to identify User, any transaction, or any individual.

2.8 Feedback. If the User provides TxnHub with any feedback or suggestions about the Platform or otherwise (the "Feedback"), TxnHub may use the Feedback without obligation to the User, and the User irrevocably assigns to TxnHub all right, title, and interest in and to the Feedback.

2.9 Output. Subject to User's ownership of Customer Data, User may use Outputs generated from Customer Data for User's internal business purposes. User may not resell, sublicense, distribute, commercialize, publish, or provide Outputs as a standalone product or service to third parties. TxnHub retains all right, title, and interest in and to the Platform, underlying models, prompts, methodologies, workflows, scoring systems, retrieval systems, improvements, and related intellectual property. No ownership rights in the Platform are transferred through generation of Outputs.

2.10 Confidentiality.

(a) Definition of Confidential Information. For purposes of these Terms, "Confidential Information" means any non-public information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances of disclosure. Confidential Information includes, without limitation: (i) Customer Data; (ii) confidential information memoranda, financial statements, management presentations, diligence materials, transaction documents, business plans, forecasts, projections, and analyses; (iii) the Platform, its features, functionality, software, algorithms, models, prompts, workflows, scoring methodologies, outputs, documentation, and non-public technical information; (iv) business, operational, financial, commercial, and strategic information; and (v) any notes, summaries, extracts, reports, analyses, or other materials derived from the foregoing.

(b) Exclusions. Confidential Information shall not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no breach of these Terms by the Receiving Party; (ii) was lawfully known by the Receiving Party prior to disclosure by the Disclosing Party; (iii) is lawfully obtained by the Receiving Party from a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

(c) Protection of Confidential Information. The Receiving Party shall:

(i) use the Disclosing Party's Confidential Information solely for purposes of exercising its rights or performing its obligations under these Terms;

(ii) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a commercially reasonable degree of care;

(iii) not disclose Confidential Information to any third party except to its employees, contractors, Affiliates, professional advisors, financing sources, auditors, insurers, and service providers who have a need to know such information and who are bound by confidentiality obligations no less protective than those contained herein; and

(iv) remain responsible for any breach of this Section by any Person to whom it discloses Confidential Information.

(d) Required Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, subpoena, governmental request, or stock exchange requirement; provided that, to the extent legally permitted, the Receiving Party shall provide prompt notice to the Disclosing Party and reasonably cooperate, at the Disclosing Party's expense, in seeking confidential treatment or other protective measures.

(e) Return or Destruction. Upon written request of the Disclosing Party or termination of these Terms, the Receiving Party shall, within a reasonable period, return or destroy the Disclosing Party's Confidential Information in its possession or control; provided, however, that the Receiving Party may retain copies to the extent required by law, regulation, bona fide document retention policies, backup systems, or legal compliance requirements. Any retained Confidential Information shall remain subject to this Section.

(f) Equitable Relief. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

(g) Survival. The obligations set forth in this Section 2.10 shall survive termination or expiration of these Terms for a period of five (5) years; provided that obligations relating to: (i) trade secrets shall survive for so long as such information remains a trade secret under applicable law, and (ii) Customer Data shall survive indefinitely (or until it becomes public through no fault of the Receiving Party).

3. Intellectual Property. The User acknowledges and agrees that TxnHub or its licensors have and will retain all right, title, and interest in and to the Platform, and any underlying software and code, as well as all derivative works made by any Person based upon any of the foregoing, including all associated Intellectual Property Rights. Any Updates and customizations and other modifications of the Platform (and all Intellectual Property Rights associated with the foregoing), regardless of the Person so Updating, customizing, or modifying the Platform, will be owned exclusively by TxnHub. Except as expressly set forth herein, these Terms of Service do not transfer to either Party (or any other Person) any rights of ownership in, or related to, any Intellectual Property Rights. Except for the limited rights expressly granted to User under these Terms, TxnHub reserves all right, title, and interest in and to the Platform and related Intellectual Property Rights.

4. No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, THE PLATFORM IS PROVIDED TO THE USER ON AN "AS IS" AND "AS AVAILABLE" BASIS. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, NONE OF TXNHUB, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, AGENTS OR REPRESENTATIVES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO THE USER, OR ANY OTHER PERSON OR ENTITY, WITH RESPECT TO THE PLATFORM OR OTHERWISE, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, ANY WARRANTY THAT USE OF THE PLATFORM WILL BE TIMELY, ERROR FREE OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED, THAT THE OPERATION OF THE PLATFORM WILL BE SECURE, THAT THE PLATFORM'S FUNCTIONALITY WILL MEET THE USER'S REQUIREMENTS, AND THAT THE PLATFORM WILL BE ACCURATE. WITHOUT LIMITATION, TXNHUB DOES NOT GUARANTEE THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR THAT ACCESS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM OUTAGES, DELAYS, SECURITY INCIDENTS, MAINTENANCE EVENTS, OR THIRD PARTY SERVICE DISRUPTIONS. USER ACKNOWLEDGES THAT NO SYSTEM CAN BE GUARANTEED TO BE COMPLETELY SECURE AND TXNHUB DOES NOT WARRANT THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT THE PLATFORM'S SECURITY MEASURES.

5. AI Functionalities.

(a) Without limiting any other disclaimer hereunder, TxnHub expressly disclaims any warranty, representation or liability related to or arising out of the artificial intelligence and machine learning functionalities and services integrated within the Platform (the "AI Functionalities"), including the accuracy, reliability, or correctness thereof. The AI Functionalities are provided "as-is" and "as-available" and the User assumes all risk of use of any AI Functionalities including damage to or loss of any User Data that may result therefrom. Outputs may contain inaccuracies, omissions, hallucinations, inconsistencies, incorrect citations, incomplete analyses, outdated information, or erroneous conclusions. User is solely responsible for reviewing, validating, and confirming all Outputs before relying upon them. TxnHub does not guarantee that Outputs are accurate, complete, unbiased, suitable, or fit for any particular transaction.

(b) The Platform may utilize third party artificial intelligence, cloud hosting, search, storage, data processing, or infrastructure providers. TxnHub shall not be liable for interruptions, inaccuracies, outages, delays, modifications, or failures attributable to such providers.

6. Third Party Websites. The Platform may contain links to third party websites, services or other resources on the Internet that are not owned or controlled by TxnHub ("Third Party Websites"). The content of such Third Party Websites is developed and provided by others. You should contact the site administrators for those Third Party Websites if you have any concerns regarding such links or any content located on Third Party Websites. If you decide to access Third Party Websites, you do so at your own risk. TxnHub has no control over, does not make any representations regarding, and assumes no responsibility for, the content, accuracy, privacy policies, materials, or practices of or opinions expressed in any Third Party Websites. In addition, TxnHub will not and cannot monitor, verify, censor, or edit the content of any Third Party Website. You acknowledge and agree that we shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any Third Party Websites.

7. No Investment Advice; Informational Platform Only; User Responsibility.

7.1 Informational Platform Only. The Platform is a software tool designed to assist Users in reviewing, organizing, analyzing, summarizing, and evaluating information provided by Users and other sources. The Platform is intended solely to facilitate User workflows and decision-making processes. The Platform and all Outputs are provided for informational and analytical purposes only and shall not be construed as professional advice of any kind.

7.2 No Investment, Legal, Tax, Accounting, Valuation, or Other Professional Advice. TxnHub is not an investment adviser, broker-dealer, securities intermediary, valuation firm, fairness opinion provider, lender, placement agent, attorney, accountant, auditor, consultant, fiduciary, or other professional advisor. Neither the Platform nor any Output constitutes: (i) investment advice; (ii) legal advice; (iii) accounting advice; (iv) tax advice; (v) valuation advice; (vi) a fairness opinion; (vii) a recommendation to acquire, sell, invest in, finance, or pursue any transaction; (viii) a recommendation regarding transaction structure, purchase price, valuation, diligence scope, financing, or risk allocation; or (ix) any other professional advice or recommendation. Users should consult their own legal, accounting, tax, valuation, investment, and other professional advisors before making any business, investment, financing, acquisition, or other transaction-related decisions.

7.3 No Recommendation or Endorsement. TxnHub does not endorse, recommend, approve, verify, or certify any target company, business opportunity, acquisition candidate, investment opportunity, financing source, valuation conclusion, diligence finding, or transaction. Any rankings, scores, categorizations, assessments, risk ratings, diligence findings, analyses, recommendations, observations, or similar information generated by the Platform are generated through automated processes and are not endorsements, recommendations, or guarantees by TxnHub.

7.4 AI-Generated Content; No Guarantee of Accuracy. The Platform utilizes artificial intelligence, machine learning, retrieval systems, automation technologies, and other computational methods to generate Outputs. Outputs may contain inaccuracies, omissions, errors, hallucinations, incomplete analyses, incorrect assumptions, flawed reasoning, inaccurate citations, outdated information, transcription errors, formatting errors, or other defects. TxnHub does not represent, warrant, or guarantee that any Output is: (i) accurate; (ii) complete; (iii) current; (iv) reliable; (v) unbiased; (vi) suitable for any particular transaction; (vii) compliant with any investment policy, underwriting standard, diligence process, legal requirement, or regulatory obligation; or (viii) free from error. Users acknowledge that artificial intelligence technologies are probabilistic in nature and may generate incorrect or misleading information.

7.5 Human Review Required. The Platform is intended to assist human reviewers and is not intended to replace professional judgment, independent diligence, or human decision-making. Users are solely responsible for reviewing, validating, verifying, and evaluating all Outputs before relying upon them. Users shall not rely exclusively on any Output in connection with any investment, acquisition, financing, valuation, diligence, underwriting, governance, operational, legal, accounting, tax, or other business decision.

7.6 Sole Responsibility for Transaction Decisions. User acknowledges and agrees that User retains sole responsibility for: (i) conducting due diligence; (ii) evaluating transaction opportunities; (iii) determining transaction structure; (iv) establishing valuation conclusions; (v) determining purchase price; (vi) assessing risks; (vii) preparing investment committee materials; (viii) approving or rejecting transactions; (ix) complying with applicable law; and (x) making all business, investment, lending, financing, acquisition, disposition, and governance decisions. TxnHub shall have no responsibility or liability for any transaction decision, investment decision, acquisition decision, financing decision, diligence conclusion, valuation determination, or other action taken or not taken by User.

7.7 No Fiduciary Relationship. Nothing in these Terms, the Platform, or any interaction between the Parties creates any fiduciary, advisory, agency, brokerage, partnership, joint venture, trustee, or similar relationship between TxnHub and User. TxnHub owes no fiduciary duties, advisory duties, suitability obligations, monitoring obligations, or similar duties to User or any third party.

7.8 No Responsibility for Customer Data. TxnHub does not independently verify Customer Data, transaction materials, confidential information memoranda, management presentations, financial information, forecasts, projections, diligence materials, or other information uploaded to or analyzed by the Platform. TxnHub shall not be responsible for inaccuracies, omissions, inconsistencies, fraud, misrepresentations, or other defects contained in Customer Data or third party materials.

7.9 Third Party Information and Data Sources. The Platform may rely upon information obtained from third party data providers, public sources, application programming interfaces, search services, artificial intelligence providers, cloud providers, and other third parties. TxnHub does not control and is not responsible for the accuracy, completeness, timeliness, availability, legality, or reliability of such information or services. Any interruption, delay, inaccuracy, unavailability, or failure attributable to any third party source shall not give rise to any liability on the part of TxnHub.

7.10 Sophisticated User Acknowledgment. User represents and warrants that it is a sophisticated business enterprise capable of independently evaluating transactions and business opportunities. User acknowledges that it is not relying upon TxnHub, the Platform, or any Output as a substitute for its own judgment, expertise, diligence processes, professional advisors, or decision-making procedures.

7.11 Assumption of Risk. User assumes all risks arising from its use of the Platform and any Outputs, including risks associated with inaccurate analyses, incomplete information, faulty assumptions, technology failures, artificial intelligence errors, and incorrect conclusions. User further acknowledges that any losses arising from investment decisions, acquisition decisions, financing decisions, valuation conclusions, diligence findings, or other business decisions remain solely the responsibility of User.

8. Payments. When you make a payment via the Platform (each such purchase, a "Transaction"), you expressly authorize us (or our third party payment processor, if applicable) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and related notifications (such information, "Payment Information"). You represent and warrant that (i) you are duly authorized and have the legal right to use all payment method(s) represented by any such Payment Information, (ii) the Payment Information is true, correct, and complete, and (iii) you have sufficient funds or credit available upon your initiation of a Transaction to ensure that the purchase price will be collectible by us. When you initiate a Transaction, you authorize us to provide your Payment Information to our third party payment processor so we can complete your Transaction and charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). You should be aware that online Transactions are subject to validation checks by our payment processor and your card issuer and we are not responsible if your card issuer declines to authorize payment for any reason. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.

9. Subscriptions.

(a) Access to the Platform is billed on a subscription basis ("Subscription(s)"). The administrator who purchased (or inherited) the Subscription to which your Account is linked (the "Admin") will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of Subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless the Admin cancels it or TxnHub cancels it. The Admin may cancel any Subscription renewal related to its Subscription either through its online account management page or by contacting our customer support team. A valid payment method accepted by our third-party payment processor is required to process the payment for your Subscription. The Admin shall provide us with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such Payment Information, the Admin automatically authorizes us to charge all Subscription fees incurred through your Account to such payment instruments. Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you or the Admin must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

(b) We may, in our sole discretion and at any time, modify Subscription Fees for the Subscriptions ("Subscription Fees"). Any Subscription Fee change will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any change in Subscription Fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Platform after the Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription Fee. Except when required by law, paid Subscription Fees are non-refundable.

(c) You may have the option to purchase additional features or additional access to limited features on the Platform. You will be charged at the time of purchase for such additional purchases using the payment information associated with User's subscription.

10. Termination. We may terminate or suspend your Account and bar access to the Platform immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms. If you wish to terminate your Account, you may simply discontinue using the Platform. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. You must cancel your Subscription(s) via the process identified on the Platform. Following termination, TxnHub may delete Customer Data in accordance with its standard retention practices and shall have no obligation to maintain Customer Data after such period.

11. Indemnification.

11.1 User Indemnification. User shall defend, indemnify, and hold harmless TxnHub, its Affiliates, licensors, service providers, and each of their respective officers, directors, managers, members, shareholders, employees, contractors, agents, successors, and assigns (collectively, the "TxnHub Indemnified Parties") from and against any and all third party claims, demands, actions, proceedings, investigations, damages, judgments, settlements, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (i) User's use of the Platform or any Output in violation of these Terms; (ii) Customer Data, including any allegation that Customer Data infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, publicity right, contractual right, confidentiality obligation, or other right of any third party; (iii) User's failure to obtain any consent, authorization, approval, license, or permission necessary to upload, disclose, process, analyze, or use Customer Data through the Platform; (iv) User's violation of any applicable law, regulation, rule, or governmental requirement; (v) User's breach of these Terms; or (vi) the negligence, fraud, willful misconduct, or unlawful conduct of User or any Person acting on User's behalf.

11.2 Indemnification Procedure. TxnHub shall promptly notify User of any claim for which indemnification is sought; provided, however, that any failure to provide prompt notice shall not relieve User of its indemnification obligations except to the extent User is materially prejudiced thereby. User shall have control of the defense and settlement of the claim, provided that: (i) TxnHub may participate in the defense through counsel of its own choosing at its own expense; and (ii) User shall not settle any claim in a manner that admits fault on the part of, imposes any obligation upon, or otherwise adversely affects any TxnHub Indemnified Party without TxnHub's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

11.3 Exclusive Responsibility for Business Decisions. Without limiting the foregoing, User acknowledges that it retains sole responsibility for evaluating, verifying, and making all investment, acquisition, financing, valuation, diligence, underwriting, governance, and business decisions. TxnHub shall have no responsibility or liability arising from any decision made or action taken by User based upon Customer Data, Outputs, or use of the Platform.

12. Limitation of Liability.

12.1 Exclusions of Damages. EXCEPT AS PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL TXNHUB, ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO THE USER, OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, BUSINESS OR OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF SERVICE OR THEIR SUBJECT MATTER, WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12.2 Maximum Liability. EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF TXNHUB FOR ALL CLAIMS UNDER, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF SERVICE OR THEIR SUBJECT MATTER, REGARDLESS OF LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE FEES RECEIVED BY TXNHUB FROM THE USER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING CAP SHALL APPLY IN THE AGGREGATE TO ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE REGARDLESS OF THE NUMBER OF CLAIMS, INCIDENTS, OR THEORIES OF LIABILITY ASSERTED.

13. Miscellaneous.

13.1 Free Trials; Beta Releases.

(a) We may, from time to time, offer free trials or other promotional subscriptions ("Free Trial"). Participation in a Free Trial is subject to these Terms and any additional promotional terms presented at signup. Free Trials are available only to new users unless expressly stated otherwise. Limit one (1) Free Trial per Person, Account, payment method, household, device, and/or email address. We reserve the right to determine eligibility in our sole discretion. Unless canceled before the end of the applicable Free Trial period, your Subscription will automatically convert into a paid Subscription, and the payment method provided at signup will be charged the applicable Subscription Fee and any taxes on a recurring basis in accordance with the selected Subscription plan. By enrolling in a Free Trial, you authorize us to charge your payment method automatically at the end of the Free Trial period unless you cancel beforehand. You may cancel your Subscription at any time before the Free Trial expires to avoid being charged. If you cancel before the expiration of the Free Trial period, your access may continue through the remainder of the Free Trial term unless otherwise stated. We reserve the right to modify, suspend, or terminate any Free Trial or promotional offer at any time, with or without notice, to the fullest extent permitted by law. We reserve the right to revoke or deny any Free Trial or promotional offer if we determine, in our sole discretion, that a user has attempted to abuse, misuse, or circumvent the promotional terms, including by creating multiple accounts or using fraudulent or misleading information. Free Trials and promotional offers are non-transferable, may not be redeemed for cash, and may not be combined with other offers unless expressly permitted.

(b) TxnHub may make beta, preview, pilot, experimental, or early-access functionality available from time to time. Such functionality is provided "as-is" without warranties and may be modified or discontinued at any time.

13.2 Interpretation. For purposes of these Terms of Service: (a) the words "include", "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to these Terms of Service as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms of Service: (i) to sections, exhibits, attachments, and appendices mean the sections of, and exhibits, attachments, and appendices attached to, these Terms of Service; (ii) to an agreement, instrument or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend these Terms of Service to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these Terms of Service to the same extent as if they were set forth verbatim herein. The headings in these Terms of Service are for reference only and do not affect the interpretation of these Terms of Service.

13.3 Severability. If any provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not impact any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms of Service so as to implement the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.4 Amendment and Modification. TxnHub may update these Terms of Service, at its sole discretion, by publication of such update on the Platform or otherwise notifying the User thereof.

13.5 No Waiver. No waiver of any of the provisions hereof is effective unless explicitly set forth in writing and signed by TxnHub. Except as otherwise set forth in these Terms of Service, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms of Service will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.6 Governing Law; Submission to Jurisdiction. These Terms of Service are governed by and construed in accordance with the internal law of the State of Georgia (US) without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the law of any jurisdiction other than those of the State of Georgia (US).

13.7 Disputes; Arbitration. Any legal action or dispute arising out of or in connection with or relating to these Terms of Service or its subject matter, upon the request of any Party involved, shall be submitted to, and settled by, arbitration, before one (1) arbitrator, by remote means if available, or if not available, in Atlanta, Georgia (US), in accordance with its then current JAMS Comprehensive Arbitration Rules & Procedures. The arbitrator shall determine arbitrability. Each Party will bear their own fees and expenses with respect to any arbitration. The arbitrator shall apply the applicable substantive law in deciding the actions at issue. Actions shall be governed by their applicable statute of limitations and failure to demand arbitration within the prescribed period will bar the actions as provided by law. The decision or award of the arbitrator shall be final and binding upon the Parties. If any portion of this arbitration agreement is held to be invalid or unenforceable, any such provision shall be severed, and the remainder of this arbitration agreement will be given full force and effect. By signing these Terms of Service, each Party acknowledges and agrees that it has read this arbitration agreement carefully and is bound by it.

13.8 WAIVER OF CLASS ACTION; WAIVER OF JURY TRIAL.

(a) EACH PARTY AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION.

(b) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER.

13.9 Limitation on Claims. Any claim by User arising out of or relating to these Terms of Service or the Platform must be commenced within two (2) years after User knew or reasonably should have known of the facts giving rise to the claim, and any such claim not commenced within such period shall be permanently barred. The foregoing limitation shall not apply to claims brought by TxnHub arising from or relating to: (i) infringement, misappropriation, or violation of Intellectual Property Rights; (ii) unauthorized access to or use of the Platform; (iii) violations of Section 1 (Platform License and Restrictions on Use); (iv) breach of confidentiality obligations; (v) non-payment of fees; (vi) indemnification obligations; (vii) fraud, willful misconduct, or gross negligence; or (viii) claims for equitable or injunctive relief.

13.10 Equitable Relief. The User acknowledges that a breach of these Terms of Service by it would cause TxnHub irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, TxnHub will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. TxnHub may further install and utilize disabling devices to restrict access to the Platform. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13.11 Force Majeure. TxnHub shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including cloud outages, internet disruptions, cyberattacks, governmental actions, labor disputes, utility failures, natural disasters, acts of war, terrorism, epidemics, pandemics, or failures of third party service providers.

13.12 Assignment. User may not assign these Terms of Service without TxnHub's prior written consent. TxnHub may assign these Terms of Service, without User's consent, to any Affiliate or in connection with a merger, acquisition, financing, restructuring, or sale of assets.

13.13 Entire Agreement. These Terms of Service, together with any other documents incorporated herein by reference and any exhibits attached hereto or included by hyperlink herein, constitute the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Service and use of the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

13.14 Definitions. Capitalized terms which are not otherwise defined in the body of these Terms of Service have the meanings ascribed to them on Exhibit A attached hereto.

13.15 No Use by Minors. By accessing or using the Platform, you warrant and represent that you are at least eighteen (18) years of age and have the full authority, right, and capacity to enter into the agreements set forth herein and abide by these Terms of Service. If you are not at least eighteen (18) years old, you are prohibited from both accessing and using the Platform.

13.16 Contact Us. If you have any questions or concerns about these Terms, please contact us via e-mail at support@txnhub.app.

\End of Terms of Service]

[EXHIBIT A

Definitions

"Access Credentials" means any username, identification number, password, facial recognition, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Platform.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of a Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership, contract, or otherwise.

"Customer Data" means User Data and any transaction-related materials uploaded to the Platform, including confidential information memoranda, management presentations, financial statements, diligence reports, data room materials, and related documents.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent any Person from accessing or using the Platform as intended by these Terms of Service.

"Intellectual Property Rights" means all rights arising from or relating to: (a) patents and patentable subject matter; (b) trademarks, service marks and other trademarkable subject matter; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, know-how, general knowledge, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial rights, intellectual property rights and other rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the law of any jurisdiction throughout in any part of the world, including all property protected by such rights.

"Output" means any summary, analysis, recommendation, finding, risk assessment, diligence report, scoring result, categorization, ranking, citation, or other content generated by the Platform.

"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, trust, unincorporated organization, governmental authority, or other entity or organization of any kind, whether or not having separate legal personality.

"Personal Data" shall mean all information relating to an individual that identifies such individual or could reasonably be used to identify such individual, including, any information that is deemed "personal information" or "personal data" as defined by applicable data protection laws.

"Sensitive Data" shall mean any Personal Data that requires a heightened degree of protection by applicable law, including social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information, or other information that is subject to applicable laws now or hereafter enacted requiring heightened standards for data protection or privacy, including the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children's Online Privacy Protection Act, and the Gramm-Leach-Bliley Act.

"User Data" means any data, stories, documents, information, code, videos, voice-overs, recorded statements and other communications, typed statements and other communications, content, materials, writings, or anything of a similar nature, that is uploaded, posted, published, responses, transmitted, stored, or otherwise made available through or connected to the User's use of the Platform.

[End of Exhibit A]