1. Acceptance of Terms

By creating an account, accessing, or using the Services, you:

• Confirm that you are at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal authority to enter into this agreement
• Agree to comply with all applicable laws and regulations
• Accept these Terms and our Privacy Policy (incorporated by reference)

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

VMAi provides a cloud-based platform for mergers and acquisitions professionals, including:

• Deal pipeline management and tracking
• Financial analysis and valuation tools
• Due diligence checklists and templates
• Document repository and management
• Seller questionnaires and interview tools
• Forensic financial analysis
• Professional M&A document templates
• Other features as may be added from time to time

3. User Accounts

3.1 Account Creation

To use the Services, you must create an account by providing accurate, current, and complete information. You agree to:

• Provide true and accurate registration information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. VMAi is not liable for any loss or damage arising from your failure to protect your account information.

3.3 Account Termination

We reserve the right to suspend or terminate your account at any time for:

• Violation of these Terms
• Fraudulent or illegal activity
• Non-payment of fees (if applicable)
• Extended period of inactivity
• Risk to the security or integrity of the Services

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Services only for lawful business purposes in accordance with these Terms.

4.2 Prohibited Conduct

You agree NOT to:

• Illegal Activities: Use the Services for any unlawful purpose or in violation of any applicable laws
• Fraud or Misrepresentation: Provide false information, impersonate others, or engage in fraudulent activities
• Unauthorized Access: Attempt to access other users' accounts or restricted areas of the platform
• Security Violations: Interfere with, disable, or circumvent security features
• Malicious Code: Upload viruses, malware, or any harmful code
• System Interference: Overload, crash, or impair the Services or servers
• Data Scraping: Use automated tools to extract data without authorization
• Reverse Engineering: Decompile, reverse engineer, or attempt to derive source code
• Intellectual Property Infringement: Infringe on copyrights, trademarks, or other IP rights
• Harassment or Abuse: Harass, threaten, or abuse other users or staff
• Spam or Unsolicited Communications: Send spam or unsolicited messages through the platform
• Competitive Intelligence: Use the Services to monitor or copy features for competitive purposes

5. User Content

5.1 Your Content

"User Content" means all data, information, documents, and materials you upload, submit, or transmit through the Services, including:

• Deal information and financial data
• Documents and files
• Notes, comments, and communications
• Any other content you create or provide

5.2 License Grant

You retain all ownership rights in your User Content. However, by uploading User Content, you grant VMAi a worldwide, non-exclusive, royalty-free license to:

• Host, store, and back up your User Content
• Display User Content within the Services to you
• Use User Content to provide, maintain, and improve the Services
• Create aggregated, anonymized data for analytics (with personally identifiable information removed)

We will NOT:

• Share your User Content with third parties (except as required by law or as authorized by you)
• Use your User Content for marketing purposes
• Sell or license your User Content to others

5.3 Your Responsibilities

You represent and warrant that:

• You own or have the right to upload all User Content
• User Content does not violate any laws or third-party rights
• User Content does not contain viruses or malicious code
• You have obtained all necessary consents (e.g., from clients) to upload User Content

5.4 Confidentiality

You acknowledge that M&A transactions involve highly confidential information. You are solely responsible for:

• Ensuring you have authority to disclose information to the platform
• Complying with confidentiality obligations to your clients and counterparties
• Obtaining necessary consents before uploading confidential information
• Implementing appropriate safeguards for sensitive data

6. Intellectual Property

6.1 VMAi IP

The Services, including all software, algorithms, designs, text, graphics, logos, and other content (excluding User Content), are owned by VMAi and protected by:

• Copyright laws
• Trademark laws
• Trade secret laws
• Other intellectual property laws

You may not copy, modify, distribute, sell, or lease any part of the Services without our express written permission.

6.2 Trademarks

"VMAi" and related logos are trademarks of VMAi. You may not use these trademarks without our prior written consent.

6.3 Templates and Content

Document templates provided through the Services are licensed for your internal business use only. You may:

• Download and customize templates for your own transactions
• Use templates for client engagements (if you are a professional advisor)

You may NOT:

• Resell or redistribute templates
• Remove copyright or attribution notices
• Claim templates as your own work

7. Fees and Payment

7.1 Subscription Fees

Access to certain features may require payment of subscription fees. Current pricing is available on our website and within the platform.

7.2 Payment Terms

• Billing: Fees are billed in advance on a monthly or annual basis
• Payment Methods: We accept credit cards and other payment methods as specified
• Auto-Renewal: Subscriptions automatically renew unless cancelled
• Late Payment: Failure to pay may result in service suspension

7.3 Refunds

Subscription fees are generally non-refundable except:

• As required by law
• At our sole discretion for service issues
• Within 30 days of initial purchase (if unused)

7.4 Price Changes

We reserve the right to change pricing with 30 days' notice. Continued use after price changes constitutes acceptance.

8. Disclaimers and Limitations

9. Limitation of Liability

9.4 Exceptions

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Violations of consumer protection laws (where applicable)
• Any liability that cannot be excluded or limited by law

10. Indemnification

You agree to indemnify, defend, and hold harmless VMAi, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your User Content
• Your violation of these Terms
• Your violation of any laws or third-party rights
• Your negligence or willful misconduct

11. Data Security and Privacy

11.1 Security Measures

We implement industry-standard security measures to protect your data, including:

• Encryption of data in transit and at rest
• Regular security audits and assessments
• Access controls and authentication
• Secure data centers with physical security

11.2 No Guarantee

However, no system is completely secure. We cannot guarantee absolute security of your data. You use the Services at your own risk.

11.3 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

11.4 Data Backup

While we perform regular backups, you are responsible for maintaining your own backups of critical data. We are not responsible for data loss.

12. Modification of Services and Terms

12.1 Changes to Services

We reserve the right to:

• Modify, suspend, or discontinue any feature or the entire Services
• Update or change the Services at any time
• Impose limits on certain features

We will make reasonable efforts to notify you of material changes affecting your use of the Services.

12.2 Changes to Terms

We may revise these Terms from time to time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Sending email notification (for significant changes)

Your continued use of the Services after changes constitutes acceptance of the revised Terms.

13. Termination

13.1 Termination by You

You may terminate your account at any time by:

• Cancelling your subscription through account settings
• Contacting our support team
• Ceasing to use the Services

13.2 Termination by Us

We may suspend or terminate your access immediately for:

• Violation of these Terms
• Non-payment of fees
• Illegal or fraudulent activity
• Risk to security or other users

13.3 Effect of Termination

Upon termination:

• Your right to access the Services ceases immediately
• We may delete your User Content after a reasonable period (typically 30-90 days)
• You remain liable for fees incurred prior to termination
• Provisions that by their nature should survive (e.g., disclaimers, limitations of liability) continue to apply

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of:

• Australia: Laws of [State/Territory], Australia
• International Users: Laws of Australia apply, subject to mandatory local consumer protection laws

14.2 Dispute Resolution Process

Step 1: Informal Resolution

Before filing any claim, you agree to contact us at legal@vmai.com.au to attempt to resolve the dispute informally for at least 30 days.

Step 2: Mediation

If informal resolution fails, either party may request mediation through a mutually agreed mediator.

Step 3: Arbitration or Litigation

If mediation fails, disputes may be resolved through:

• Arbitration: Binding arbitration under [Australian Commercial Arbitration Rules / UNCITRAL Rules]
• Court Litigation: In the courts of [Jurisdiction], Australia

14.3 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION.

14.4 Exceptions

Either party may seek injunctive relief in court to protect intellectual property rights or prevent unauthorized use of the Services.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and VMAi regarding the Services.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force.

15.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

15.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction.

15.5 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and VMAi.

15.6 Force Majeure

We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or internet disruptions.

15.7 Export Control

You may not use the Services in violation of any export or trade sanctions laws, including those administered by the United Nations, United States, European Union, or other applicable jurisdictions.

15.8 Notices

Notices to you may be sent to the email address associated with your account. Notices to us should be sent to legal@vmai.com.au.

16. Consumer Rights (Specific Jurisdictions)

16.1 Australian Consumer Law

If you are an Australian consumer, the Services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). You are entitled to:

• A replacement or refund for a major failure
• Compensation for any other reasonably foreseeable loss or damage
• Services provided with due care and skill
• Services fit for the purpose disclosed

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy available under the ACL or other applicable consumer protection laws.

16.2 EU/UK Consumer Rights

If you are a consumer in the European Union or United Kingdom:

• You have a 14-day cooling-off period for distance contracts
• Certain terms may be deemed unfair and unenforceable
• You retain all rights under EU/UK consumer protection directives

16.3 US State Laws

If you are a California resident:

• You have the right to request disclosure of business practices
• Class action waivers may not apply to certain claims
• Additional consumer protections under California law apply