Terms of Service

1. About These Terms

These Terms of Service ("Terms") govern your access to and use of the 409A Valuation Prowebsite and 409A valuation services (collectively, the "Services"). These Terms constitute a legally binding agreement between you ("Client", "you", "your") and 409A Valuation Pro ("we", "us", "our").

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles, except where mandatory local laws apply to consumers in their jurisdiction of residence.

2. Nature of Our Services

409A Valuation Pro provides independent business valuation services, specifically 409A fair market value appraisals of common stock for private companies ("Valuation Services"). Our services are intended for businesses — not individual consumers — and are provided in a professional capacity by qualified valuation analysts.

Important limitation: Our valuations are prepared for the sole purpose of assisting companies in establishing IRS-compliant strike prices for employee stock options under IRC Section 409A. They are not investment advice, financial advice, or advice on any securities transaction. They should not be relied upon for any purpose other than the stated purpose of the engagement without our prior written consent.

Our valuation reports reflect conditions as of the stated valuation date. We do not update reports for events occurring after the valuation date unless engaged to do so.

3. Eligibility and Account

To use our Services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal authority to bind the company on whose behalf you engage us
• Provide accurate and complete information in all dealings with us
• Not be prohibited from receiving our Services under applicable law

Our Services are not available to individuals or entities located in jurisdictions subject to comprehensive US sanctions (including but not limited to Iran, North Korea, Cuba, Syria, and the Crimea region).

4. Client Obligations and Data Accuracy

The accuracy and completeness of our valuation reports depend on the information you provide. You agree to:

• Provide accurate, complete, and not misleading financial data, cap table information, and business descriptions
• Promptly notify us of any material changes to your company's financial position, business model, or capital structure that occur during the engagement
• Disclose any pending or completed transactions, acquisition discussions, or material events that may affect valuation
• Not use our valuation report for any purpose other than the stated purpose without our written consent

We are not liable for errors in our valuation that result from inaccurate or incomplete information you provide. If we discover material inaccuracies after delivery, we reserve the right to revise or withdraw our report.

5. Payment Terms

Our Services are provided on a fixed-fee basis as quoted at the time of engagement. Payment is due in full at the time of engagement commencement unless otherwise agreed in writing.

• We accept payment by major credit card, ACH bank transfer, and wire transfer
• All fees are quoted and charged in US Dollars (USD)
• Fees are non-refundable once work has commenced, except as required by applicable consumer protection law in your jurisdiction
• Rush delivery fees and additional revision fees (beyond those included in your package) are payable as incurred

International clients: You are responsible for any currency conversion costs, banking fees, or applicable withholding taxes. In jurisdictions where our services are subject to local VAT, GST, or sales tax, such taxes may be added to your invoice as required by local law.

6. Intellectual Property

Upon full payment of our fees, we grant you a non-exclusive, non-transferable licence to use the delivered valuation report for the stated purpose of establishing option strike prices under IRC Section 409A, presenting to your board of directors, and providing to your external auditors in connection with their audit of your financial statements.

We retain all intellectual property rights in our valuation methodology, models, templates, and know-how. You may not reproduce, distribute, or commercialise our reports or methodology without our prior written consent.

All content on this website — including articles, guides, the valuation calculator, and design — is the intellectual property of 409A Valuation Pro and is protected by copyright. You may not reproduce website content without our written permission. Brief quotations with attribution for non-commercial purposes are permitted.

7. Confidentiality

We treat all client information as confidential. We will not disclose your company's financial data, cap table, business plans, or valuation report to any third party except:

• As necessary to deliver the Services (e.g., our analysts and quality reviewers)
• As required by applicable law, court order, or regulatory authority
• With your prior written consent
• To our professional advisers under confidentiality obligations

Our confidentiality obligations do not apply to information that is publicly available, independently developed by us, or received from a third party without restriction.

8. Limitation of Liability

To the maximum extent permitted by applicable law, 409A Valuation Pro's total liability to you for any claim arising from these Terms or our Services shall not exceed the total fees paid by you in the 12 months preceding the claim.

We shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to: loss of business, loss of profits, IRS penalties or taxes assessed against you or your employees, or third-party claims arising from your use of our valuation report.

Mandatory rights: Nothing in these Terms limits liability that cannot be excluded under mandatory applicable law. In particular, statutory rights of consumers under EU, UK, Indian, Singapore, UAE, Oman, or Canadian consumer protection law are not affected by these Terms where applicable.

9. Disclaimer of Warranties

Our valuation services are provided "as is" and on the basis of information available at the valuation date. We make no warranty that:

• Our valuation will be accepted by the IRS, any tax authority, or any auditor without question
• The IRS will not audit or challenge the valuation
• Future events will be consistent with assumptions in the valuation
• The valuation is appropriate for any purpose other than the stated purpose

A 409A valuation provides "safe harbor" presumption under IRC §409A when conducted by a qualified independent appraiser, but does not guarantee that the IRS will not challenge the valuation. The safe harbor shifts the burden of proof to the IRS but does not eliminate audit risk entirely.

10. Website Use and Valuation Calculator

The free valuation calculator on this website provides indicative estimates only. These estimates are not 409A valuations, do not constitute legal or tax advice, and cannot be used to establish IRS-compliant option strike prices. Calculator outputs should not be relied upon for any business decision without obtaining a formal 409A appraisal.

You agree not to use this website or its tools to:

• Violate any applicable law or regulation
• Submit false, misleading, or fraudulent information
• Attempt to gain unauthorised access to our systems
• Scrape, copy, or commercially exploit our content or tools
• Engage in conduct that could harm other users or our reputation

11. Jurisdiction-Specific Terms

United Kingdom

For clients in the UK, these Terms are subject to the Consumer Rights Act 2015 where applicable. Nothing in these Terms affects your statutory rights as a UK consumer. Disputes may be referred to the UK courts, which have non-exclusive jurisdiction.

European Union

For EU consumers, mandatory consumer protection laws of your country of residence apply. You may have the right to withdraw from a services contract within 14 days under the EU Consumer Rights Directive, provided the service has not yet commenced. By requesting that we commence services immediately, you consent to waive this right.

India

For Indian clients, these Terms shall be read in accordance with the Information Technology Act 2000, the Consumer Protection Act 2019 (for eligible consumers), and other applicable Indian laws. Disputes shall be subject to arbitration under the Arbitration and Conciliation Act 1996 before an Indian arbitrator if you prefer to resolve disputes within India.

Singapore

For Singapore clients, these Terms are supplemented by the Singapore Consumer Protection (Fair Trading) Act where applicable. Disputes may be referred to the Singapore International Arbitration Centre (SIAC) if agreed by the parties.

UAE and Oman

For clients in the UAE and Oman, these Terms are subject to local commercial law requirements. Mandatory consumer protection provisions under UAE Federal Law No. 15/2020 and Oman's applicable commercial laws are preserved.

Canada

For Canadian clients, applicable provincial consumer protection laws supplement these Terms. Quebec residents are also protected by the Consumer Protection Act (RLRQ c P-40.1).

12. Dispute Resolution

We encourage you to contact us first at legal@409avaluationpro.com to resolve any dispute informally. If we are unable to resolve the dispute within 30 days, either party may pursue:

• Binding arbitration administered by JAMS under its Streamlined Arbitration Rules (for disputes under $250,000)
• Litigation in the courts of Delaware, US (for disputes $250,000 and above)

Nothing in this section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction. The above does not apply where mandatory local consumer dispute resolution rights apply in your jurisdiction.

13. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on this page with a revised "Last updated" date and, where required by applicable law, by email. Continued use of our Services after changes are posted constitutes your acceptance of the revised Terms.

14. Contact

For questions about these Terms, please contact: legal@409avaluationpro.com