Terms of Use
Published: February 20th, 2026
Effective: February 20th, 2026
TERMS OF USE
1TRIAD, LLC
VALUEDGE PLATFORM
These TERMS OF USE (“Terms”) are by and between 1Triad, LLC, a North Carolina limited liability company, doing business as ‘OneTriad’ (collectively the “Company”, “1Triad”, “OneTriad” or “1T”) and the “Client” (also referred to as the “Preparer”) indicated on the applicable Order Form (as defined below), and apply to Client’s use of the 1T Valuation Platform (as defined below), along with any associated software applications and websites (collectively, the “Services”). By using the Services, Client agrees to these Terms. If you are an individual agreeing to be bound by these Terms on behalf of your employer, organization or another entity (i.e., the Client), you represent and warrant that: (a) you have full legal authority to bind the Client to these Terms; (b) you have read and understand these Terms; and (c) you agree to these Terms on the Client’s behalf. If you do not have the legal authority to bind the user, please do not use the 1T valuation platform and/or related Services on another user’s behalf. Capitalized terms used but not defined in these Terms will have the meaning given to them in the applicable Order Form. 1T may update or modify these Terms and Conditions at any time. If any modification to the terms and conditions is materially adverse to the Client, 1T will provide at least seven (7) days’ prior notice via email or in the 1T Valuation Platform. All other changes will take effect immediately upon posting. If the Client does not agree to any modifications to these Terms, the Client must cease use of the 1T Valuation Platform.
1. ACCOUNT ACCESS. Subject to Client’s payment of the Fees (as defined below), during the Term (as defined below), 1T will provide Client with access to the ValuEdge valuation platform via a dedicated site located at www.app.1triad.com or www.1triad.com (“ValuEdge” or the “1T Valuation Platform”) at the access level as set forth in the ValuEdge Client registration portal. The Client access level, payment terms, and any other Client-specific terms associated with 1T’s provision of the Services will be as set forth in the ValuEdge Platform, subscription agreement, or any other written agreement or instrument in substantially the form of 1T’s Client registration portal, ValuEdge project request submission, or an invoice generated by 1T and provided to Client that incorporates these Terms by reference (an “Order Form”). To access the 1T Valuation Platform, Client must register an account with 1T (“Client Account”) and shall provide accurate and up-to-date account information. Client is responsible for all activities that occur under the Client Account, including the activities of any end user who accesses the Services through the Client Account. Client shall not make the Client Account login credentials available to third parties or resell or lease access to the Client Account. Client shall promptly notify 1T in the event Client becomes aware of any unauthorized access or use of the Client Account or the Services.
By accessing, using, or participating in any Services, platform functionality, Work Product, or submission process, you acknowledge and agree to be legally bound by these Terms of Use with respect to all data submissions and entries. This agreement applies in all circumstances, including, without limitation, where data is entered directly by you; entered by us or any third party on your behalf; entered at your request or direction; or entered with your knowledge, consent, approval, or authorization, whether written or oral. All data submitted, transmitted, uploaded, modified, or entered in connection with the Services or any Work Product shall be deemed submitted by you and subject to these Terms of Use. You assume full responsibility and liability for the accuracy, legality, authorization, and compliance of such data, regardless of the method of entry, the individual or entity performing the entry, or the circumstances under which the data is provided.
2. LICENSE TO WORK PRODUCT. Subject to Client’s payment of the applicable Fees, 1T hereby grants to Client a limited, non-exclusive, non-transferable, revocable, non-sublicensable, license and right to access and use the 1T Valuation Platform at the access level set forth on the applicable Order Form during the Term (as defined below) to input Client Data (as defined below) and generate calculations, analyses, letters, appendices, reports, and other deliverables output (e.g. Adobe PDFs) to Client by the 1T Valuation Platform (“Work Product") based on the Client Data solely for (a) the stated purpose(s) in the Work Product or (b) any other purposes expressly designated in the applicable project Order Form. “Client Data” means all data and information submitted by or on behalf of Client to 1T or the 1T Valuation Platform, as well as all data and information (other than Aggregated Data) generated from Client’s use of the 1T Valuation Platform. 1T may modify the 1T Valuation Platform or the Work Product at any time in its sole discretion, provided that such modifications do not materially diminish or degrade the features or functionality of the 1T Valuation Platform.
3. RESERVATION OF RIGHTS AND RESTRICTIONS. In connection with Client’s use of the 1T Valuation Platform and the Services, Client represents and warrants to 1T that Client:
- will not reverse engineer, modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the 1T Valuation Platform, the Work Product or Services, or otherwise use the 1T Valuation Platform in a manner inconsistent with the access level or purpose set forth in an applicable Order Form;
- will not access, retrieve, scrape, index, download or copy any information contained on the 1T Valuation Platform or Services through artificial means, such as spiders, bots, hacking devices or other means;
- will not attempt to gain unauthorized access to the 1T Valuation Platform or Services, the accounts of other users of the 1T Valuation Platform or Services, or other computer systems or networks connected to the 1T Valuation Platform or Services;
- will not use the 1T Valuation Platform or Services in any way that could interfere with 1T’s rights or the rights of other users;
- will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the 1T Valuation Platform or Services, features that prevent or restrict the use or copying of content on the 1T Valuation Platform or Services, or features that enforce limitations on the use of the 1T Valuation Platform or Services;
- will not post any defamatory, illegal, infringing or misappropriated content to the 1T Valuation Platform or Services; and
- will abide by all applicable laws.
4. INTELLECTUAL PROPERTY. As between 1T and Client, title to and ownership of the 1T Valuation Platform, the Services, and the Aggregated Data (as defined below), including all Intellectual Property Rights (as defined below) therein, shall remain with 1T and its affiliates. No rights are granted to Client hereunder than as expressly set forth herein. Client shall not remove or obscure 1T proprietary rights notices or fail to reproduce them on all copies of the Work Product in any form. 1T’s trademarks, service marks, logos, and product and service names (“1T Marks”) are owned exclusively by 1T. Except as expressly provided herein, nothing in this Agreement shall be considered a license or other right for Client to use the 1T Marks without the prior written consent of 1T. If Client provides 1T with any suggestions, improvements, modifications, or alterations to the Services, then 1T is free to use any such suggestions. For purposes of these Terms, “Intellectual Property Rights” will mean all intellectual property rights throughout the world, including copyrights, patents, trademarks, service marks, logos, trade names, trade secrets, know how, authors’ rights, rights of attribution, and other proprietary rights, and all applications and rights to apply for registration or protection of such rights. As used herein, “Aggregated Data” means anonymized, aggregated data derived by or through the operation of the Services that is created by or on behalf of 1T and that does not reveal (a) the identity of Client, (b) any personally identifying information, or (c) any Confidential Information.
5. CLIENT DATA AND SERVICES. Except as expressly stated in 1T’s Privacy Policy, by posting, uploading, emailing, or submitting (e.g. oral communications) any Client Data to the 1T Valuation Platform and Services, Client hereby grants 1T a perpetual, royalty- free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish Aggregated Data, translate, create derivative works from and distribute such content or incorporate such Client Data into any form, medium, or technology now known or later developed in connection with the provision of the Services. Client is solely liable for any Client Data submitted or uploaded to the 1T Valuation Platform and Services and by uploading or submitting any Client Data to the 1T Valuation Platform or Services Client represents and warrants that: (a) Client owns such Client Data or has the right to use it and grant 1T the rights and license as provided in these Terms, and (b) the posting, uploading or submitting of such Client Data does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any third party (including individuals and entities). Client will defend and indemnify 1T from and against any claims, suits or proceedings asserted against 1T by a third party to the extent alleging infringement or misappropriation of such third party’s U.S. Intellectual Property Rights, Privacy, and Confidentiality as a result of the use of the Client Data in conjunction with the 1T Valuation Platform or the Services. Client may not post, upload or submit anything to the 1T Valuation Platform or Services that is unlawful, threatening, obscene, profane, hateful, libelous, defamatory, or that would otherwise violate any law. Client agrees that nothing in this Agreement will prohibit 1T from utilizing Aggregated Data for any purpose.
6. PAYMENT. Client agrees to pay 1T the fees in the amount and by the method: (i) set forth in the applicable Order Form, or (ii) as requested by 1T (written or oral), in accordance with 1T’s prevailing fee schedule and/or applicable hourly rates (individually or collectively the “Fees”). As of the Effective Date of these Terms of Use, 1T’s blended hourly rate is $500.00 per hour. The Fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, excise, use or withholding taxes (collectively, “Taxes”). All Fees are nonrefundable in the event of termination of these Terms or an applicable Order Form. Client is responsible for paying all Taxes associated with these Terms, excluding income taxes on 1T. If Client has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Client shall gross up the payments so that 1T receives the amount actually quoted and invoiced. 1T shall have the right to immediately suspend the Client Account and Client’s access and use of the 1T Valuation Platform if the applicable Fees have not been paid. Payment of our fees and expenses are not contingent on the outcome or results. 1T reserves the right to require full payment of any outstanding amounts and work-in-progress prior to the communication, expression, or delivery of any and all Work Product. 1T may stop work and/or terminate in the event of non-payment.
7. TERM AND TERMINATION. The term of these Terms will commence on the earlier of the effective date of the applicable Order Form, or the date Client first accesses or uses the Services, and will remain in effect until terminated pursuant to this Section of these Terms (the “Term”). Client may stop using the 1T Valuation Platform at any time. 1T shall have the right to immediately suspend the Client Account and Client’s access and use of the 1T Valuation Platform if Client is using or accessing the 1T Valuation Platform in violation of these Terms or in any manner causing material harm to 1T or the 1T Valuation Platform.
8. SERVICES AVAILABILITY. 1T may modify, update, interrupt, suspend or discontinue the 1T Valuation Platform or related Services, or any portion of the 1T Valuation Platform or related Services, at any time in its sole discretion without notice. The 1T Valuation Platform and Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. 1T is not and shall not be responsible or liable in any way for any delays, failures or other damage resulting from such problems.
9. PRIVACY. 1T has established a Privacy Policy to explain how Client’s information is collected and used by 1T. Please review the Privacy Policy to understand these practices. The Privacy Policy is located at www.app.1triad.com or www.1triad.com.
10. CONFIDENTIALITY. “Confidential Information” means any information that is disclosed by one party (“Discloser”) to the other (“Recipient”), which, at the time it is disclosed, in any form, is identified or designated by Discloser as “confidential or proprietary” or reasonably should be known by Recipient to be proprietary or confidential information of Discloser. The terms and conditions of these Terms will be deemed “Confidential Information.” All information concerning or embedded in the Services, including the 1T Valuation Platform, is 1T’s Confidential Information. Confidential Information will exclude information that: (a) is rightfully known to Recipient at the time of disclosure; (b) has become publicly known through no wrongful act of Recipient; (c) has been rightfully received by Recipient from a third party without restriction on disclosure and without breach of any agreement with Discloser; (d) has been independently developed by Recipient as evidenced by appropriate documentation; (e) has been approved for release by written authorization executed by an authorized officer of Discloser; or (f) is required to be disclosed by Recipient pursuant to a requirement of law, provided, that prior to any such disclosure, Recipient will notify Discloser as soon as possible, in writing, of the proposed disclosure and cooperate fully with Discloser to protect against such disclosure and/or obtain a protective order narrowing the scope of the compelled disclosure and protecting the confidentiality of the Confidential Information. Recipient will use the Confidential Information only to perform its obligations under these Terms and disclose Discloser’s Confidential Information only to those Recipient personnel with a need to know. Except as expressly permitted or required under these Terms, or such limited disclosures in confidence as may be reasonably necessary to either party’s attorneys and accountants, Recipient will not use Discloser’s Confidential Information or disclose such Confidential Information to any third party, either during the Term or thereafter, without the prior written consent of Discloser. All Confidential Information remains the property of the Discloser and no license or other rights in the Confidential Information is granted hereby. All Confidential Information Discloser provided to Recipient is provided “AS IS” and without any warranty, express, implied, or otherwise, regarding its accuracy or performance. Upon termination of these Terms, or at any time at the request of Discloser, Recipient will return to Discloser all of Discloser’s Confidential Information, in whatever form, which is in its custody or control.
11. IP INDEMNIFICATION. 1T will defend and indemnify Client from and against any claims, suits or proceedings asserted against Client by a third party to the extent alleging infringement or misappropriation of such third party’s U.S. Intellectual Property Rights as a result of Client’s use of the 1T Valuation Platform or the Services, (an “Infringement Claim”), provided that 1T will not have any obligation or liability for any Infringement Claim that arises from: (a) the Client Data, (b) any use of the 1T Valuation Platform or the Services in a manner not expressly permitted by these Terms or the applicable Order Form; (c) any modification of the 1T Valuation Platform or the Services not made by or on behalf of 1T, or (d) any combination of the 1T Valuation Platform or the Services with any software, services or other items or information not provided by 1T. If the 1T Valuation Platform or the Services are, or in 1T’s opinion are likely to become, the subject of an infringement or misappropriation claim, then 1T will (at 1T’s option): (i) obtain for Client the right to continue using the 1T Valuation Platform or the Services; (ii) replace or modify the 1T Valuation Platform or the Services so that it becomes non-infringing; or (iii) terminate these Terms or the applicable Order Form and refund to Client the unused, prepaid portion of the Fees paid to 1T. This Section sets forth 1T’s exclusive obligation and liability with respect to infringement or misappropriation of any Intellectual Property Rights related to the use of the 1T Valuation Platform or the Services.
12. DISCLAIMERS AND LIMITATION OF LIABILITY.
12.1 Scope of Work, Intended Use and Work Product. The ValuEdge Work Product is a restricted appraisal report (per USPAP) and does not include certain procedures typically performed for an appraisal opinion of value, according to the Uniform Standards of Professional Appraisal Practice (“USPAP”). The Work Product is provided to the Preparer solely as preliminary, automated range of potential values of the subject entity for ‘general informational and internal understanding’ purposes only. It is not intended for use or reliance in any context that may require an appraisal opinion of value, according to the USPAP. The results are generated using an automated valuation process (AVP) and should be interpreted only as high-level guidance only, and it does not replace an appraisal opinion of value, according to the USPAP. Any reliance outside of general information and internal understanding purposes only is strictly prohibited. The Work Product deliverables consists of summary schedules and summarized narratives. Any preliminary results are developed using an automated valuation process (AVP) with a limited scope that includes the income approach (i.e. DCF) and market approach (i.e. comparable transactions and guideline public companies) methodologies. Further, any preliminary results are based on limited information provided by the Preparer and limited analyses, which may include, but are not limited to an initial broad-based comparable data screening and benchmarking (e.g. NAICS code), statistics on historical performance (e.g. trends and correlations), single-scenario proforma cash flow (e.g. PFI), professional review, and, if requested, discussion(s) with the Preparer. The calculated value result in the Work Product is the Total Business Value of the subject company on a controlling and marketable basis (i.e. excludes DLOC and DLOM valuation discounts). Total Business Value means the business enterprise value (BEV) of the Company, plus cash (i.e. total equity + debt). It considers assumptions that willing market participants may use to value the business, ‘as-is,’ from the perspectives of hypothetical: prudent buyer(s) and rational seller(s). The resulting BEV and total equity values do not consider speculative deal premiums, synergies, or other unique factors that may not be assumed by most market participants. No external artificial intelligence (AI) is used to derive quantitative calculation results. Qualitative information, including broader market research and general industry or business information, may be generated by, derived from, or obtained through sources that utilize artificial intelligence (“AI”). To the extent reasonably practicable and appropriate under the circumstances, 1T has reviewed any data that may significantly impact the quantitative calculation results.
12.2 Disclaimer. EXCEPT AS PROVIDED HEREIN, 1T MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THESE TERMS, ANY ORDER FORM, THE SERVICES, THE 1T VALUATION PLATFORM, THE WORK PRODUCT, OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THESE TERMS (INCLUDING ALL REPORTS AND RAW DATA RELATED THERETO). THE ORDER FORM, THE SERVICES, THE 1T VALUATION PLATFORM, THE WORK PRODUCT, AND ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THESE TERMS (INCLUDING ALL REPORTS AND RAW DATA RELATED THERETO) ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. 1T DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTY THAT THE 1T VALUATION PLATFORM, THE SERVICES, OR THE WORK PRODUCT (INCLUDING ALL REPORTS AND RAW DATA RELATED THERETO) WILL: (A) MEET CLIENT’S REQUIREMENTS; (B) BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT ANY ERRORS IN THE 1T VALUATION PLATFORM OR SERVICES WILL BE CORRECTED; OR (C) BE ACCURATE OR RELIABLE. CLIENT AGREES THAT USE OF THE 1T VALUATION PLATFORM, THE SERVICES, AND WORK PRODUCT (INCLUDING ALL REPORTS AND RAW DATA RELATED THERETO) IS AT CLIENT’S OWN RISK, AND THAT CLIENT ASSUMES FULL RESPONSIBILITY FOR ANY RESULTS OR DECISIONS ON SUCH USE.
12.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER 1T NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT 1T HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF 1T AND ITS AFFILIATES UNDER THESE TERMS ARISING OUT OF ANY EVENT OR SERIES OF EVENTS DURING ANY SINGLE CALENDAR YEAR SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE TO 1T BY CLIENT PURSUANT TO THESE TERMS DURING SUCH CALENDAR YEAR.
13. CLIENT MEETINGS. The Client Presentation Meeting shall be scheduled to occur on a date no later than ninety (90) calendar days from the date of submission of the applicable Order Form. The meeting shall be held at a mutually agreed-upon time, subject to the availability of both parties. The Client shall not incur any additional fees for meeting duration overruns of up to ten (10) minutes. However, any time or services requested beyond such ten (10) minute grace period shall be billed at the hourly Fee rates set forth in the Payment section of this Agreement. Time allocated for the meeting but not utilized shall not be credited, refunded, or carried forward for future use. Unused time shall not accrue and shall be forfeited without any reduction in fees.
14. MISCELLANEOUS.
14.1 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms or in the activities contemplated by the parties hereunder shall be deemed to create an agency, partnership, employment or joint venture relationship between the parties or any of their subcontractors or representatives.
14.2 Force Majeure. 1T shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including acts of war, terrorist acts, natural disasters, pandemics, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of 1T, or the threat of any of the foregoing.
14.3 Non-Assignment. Client may not assign these any of its rights or obligations under these Terms, in whole or in part, without the prior written consent of 1T. 1T may assign its rights and obligations under these Terms without Client’s consent to an affiliate of 1T or to a successor in interest pursuant to a merger, acquisition, consolidation, change of control, or sale of all or any portion of 1T’s assets related to the Services, or for any other business purpose, provided the assignee has agreed to be bound by the terms and conditions of these Terms. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.4 Choice of Law. These Terms shall be governed by and construed under the laws of the State of North Carolina, excluding its conflict of laws rules. Client irrevocably agrees and consents to the exclusive jurisdiction of the state or federal courts located in Mecklenburg County, North Carolina, and irrevocably waives any defense of lack of personal jurisdiction or improper venue, inconvenient forum.
14.5 Waiver. No delay, failure or waiver of either party's exercise or partial exercise of any right or remedy under these Terms shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. Any waiver by either party of any provision of these Terms must be in writing (email sufficient) and shall not constitute a subsequent waiver of that or any other provision of these Terms.
14.6 Notice and Communication. Client agrees that 1T may communicate with Client under these Terms through email, regular mail or by posting any notices on the 1T Valuation Platform or Services. Client expressly consents to receive communications from 1T electronically, such as e-mails, texts, or notices and messages on the 1T Valuation Platform or Services, and Client can retain copies of these communications for its records. Client agrees that all agreements, notices, disclosures and other communications that 1T provides to Client electronically satisfy any legal requirement that such communications be in writing. Client further agrees that such electronic communications shall be deemed received by Client when sent or posted by 1T, and that 1T shall have no obligation to provide additional notice by other means.
14.7 Survival. All terms and provisions of these Terms, including any and all appendices, exhibits and amendments to these Terms, which by their nature are intended to survive any termination or expiration of these Terms, will expressly survive. This includes, without limitation, provisions related to confidentiality, ownership, disclaimers, indemnification, limitations of liability, and dispute resolution.
14.8 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be revised, construed, or limited to accomplish the objectives of such provision to the greatest extent possible under applicable law, and to reflect as closely as possible the original intent of the parties, and the remaining provisions of these Terms will continue in full force and effect without impairment.
14.9 No Third Party Beneficiary Rights. These Terms are not intended to and shall not be construed to give any third party (including any customer of Client) any interest or rights (including, without limitation, any third party beneficiary rights) under or in connection with these Terms, any Order Form, or the Services. All rights and remedies under these Terms are intended solely for the benefit of the partes hereto.
14.10 Publicity. With prior written consent (email sufficient), Client hereby authorizes 1T to identify Client as a licensee/customer of 1T on 1T’s website and in 1T’s other marketing and promotional materials, including the use of Client’s name and logo, in accordance with Client’s brand guidelines (if provided). Such consent shall not be unreasonably withheld or delayed.
14.11 Entire Agreement; Amendments. These Terms, exhibits, the Order Form(s) and any other documents incorporated herein by reference, set forth the final, full and exclusive expression of the agreement of the parties and supersedes all prior agreements, understandings, writings, proposals, representations and communications, oral or written, of either party with respect to the subject matter hereof and the transactions contemplated hereby. No amendment or modification of these Terms shall be binding unless in writing and signed by an authorized representative of each party. Any other terms or conditions provided by Client (including, for example, any standard terms and conditions provided by Client along with a proposal or purchase order for the 1T Valuation Platform) shall be void and of no effect with respect to the parties’ legal rights and responsibilities relating to the subject matter of the applicable Order Form(s) and these Terms.
Exhibit A
Key Representations, Assumptions and Limiting Conditions Related to the Work Product and Results