Probity Terms of Service

You must be at least 18 years old and able to form a binding contract to use Probity. You are responsible for the accuracy of the information you provide when creating an account, for keeping your login credentials confidential, and for all activity that occurs under your account. Tell us immediately at hello@useprobity.com if you suspect unauthorized use of your account.

You may sign in with an email and password or through Google or Microsoft sign-in. Signing in through Google or Microsoft only confirms your identity; it does not give Probity access to your email, files, or calendar with that provider.

Free account

The free account has no charge and is available indefinitely. It includes the pipeline, browser clipper, deal journal, staged diligence checklist, the sample spread viewer, the SBA loan calculator, and a storage allowance described on our pricing page. We may change what is included in the free account on a going-forward basis, as described in section 15.

Pro subscription

Pro is billed at $79.99 per month, subject to change as described in "Price changes" below. New subscribers receive a 7-day free trial. A payment card is required to start the trial; if you do not cancel before the trial ends, your card will be charged the then-current monthly price and billing will continue monthly until you cancel. You can cancel at any time from your account settings, effective at the end of your current billing period; canceling stops future charges but does not refund the current period already paid for. There is no long-term commitment and no early-termination fee.

Diligence Room

The Diligence Room is a one-time purchase, currently priced at $995, for a slot valid for 12 months from purchase. The slot supports one live deal at a time. If you kill a deal (stop pursuing it before closing), you may transfer the slot to a new deal, with no limit on the number of transfers, at any time within the 12-month window from your original purchase. A deal that is still live when the 12-month window ends keeps its Diligence Room access through closing and through the 12 months of post-close company-room access described in section 2's product pages, regardless of when the 12-month transfer window expires; the 12-month window governs only your ability to open a new transfer, not an already-live deal's continued access. Documents from a killed and transferred-away deal remain stored, read-only, for the remainder of your slot's active period.

The Diligence Room fee is never refundable, and is never contingent on your deal closing. You are purchasing software access for a defined period, not a success-based service; the fee is due and earned in full at the time of purchase regardless of whether you complete, delay, or abandon a transaction.

Price changes

We will give you at least 30 days' notice before increasing the price of an active Pro subscription or a bundle you have already purchased, by email to your account address and by an in-app notice. A price increase applies starting with your next billing cycle after the notice period; if you do not want to pay the new price, you may cancel before it takes effect. Diligence Room pricing may change for new purchases at any time; the price you paid for your existing slot does not change.

Refunds

Except as required by law, all fees are non-refundable, including partial-month Pro charges and Diligence Room fees. If you believe you were charged in error, contact hello@useprobity.com and we will investigate.

You agree not to:

• Use Probity's clipper, importer, or any other feature to scrape, systematically harvest, or bulk-collect listings from a business-for-sale marketplace in a way that violates that marketplace's own terms of service.
• Upload any document you do not have the right to share, including a document covered by a confidentiality obligation that prohibits you from putting it into a third-party tool, or a document belonging to someone else without their permission.
• Resell, sublicense, or redistribute any analysis, spread, report, or export Probity generates, or otherwise make Probity's outputs available to a third party as a standalone commercial product.
• Use Probity, or any analysis it generates, to make a credit decision, employment decision, or other decision about a consumer that is regulated under the Fair Credit Reporting Act or a similar law; Probity's outputs are not a consumer report and are not designed or vetted for that use.
• Use Probity to build a product that competes with Probity, or to reverse engineer, scrape, or extract the underlying software, models, or prompts behind our analyses.
• Attempt to circumvent the usage limits, storage caps, or rate limits described on our pricing and product pages, or interfere with the security or normal operation of the product.
• Use Probity for any unlawful purpose, or to upload malicious files.

We may suspend or terminate access for a violation of this section, as described in section 12.

See ACCEPTABLE_USE.md for the short version referenced at signup.

You own the documents, notes, journal entries, and other content you upload to or create in Probity ("your content"). We do not claim ownership of it.

You grant Probity a limited, non-exclusive, worldwide license to host, store, reproduce, and process your content solely to provide the product to you: to display it back to you, to run the analyses you request (including sending it to our AI provider as described in the Privacy Policy), to allow access by anyone you invite, and to make the backups and technical copies necessary to operate the service. This license ends when you delete the content or close your account, subject to the retention periods described in our Privacy Policy.

We do not train AI models on your content, and we do not use your content for any purpose other than providing Probity to you and the people you invite.

Much of what you upload will be a seller's confidential business information, often received under an NDA between you and the seller. You represent and warrant that:

• You have the right to upload each document you put into Probity, and to share it with anyone you invite into your deal.
• Uploading a document into Probity, and sharing it with an invited team member, does not violate any confidentiality agreement, NDA, or other obligation you owe to the seller or any other party.
• Any personal information about third parties contained in your uploads (the seller's employees, customers, or other individuals named in the documents) was lawfully obtained by you and may lawfully be processed by Probity on your behalf, as described in the Privacy Policy's "Documents about other people" section.

Probity is not a party to any NDA or confidentiality agreement between you and a seller or broker, has no visibility into its terms, and takes no responsibility for your compliance with it. If a seller or broker disputes your right to have uploaded a document, that dispute is between you and them; we will cooperate with a valid legal process but are not obligated to independently investigate or adjudicate the dispute.

You may invite a seller or broker to upload documents directly against your request list, and you may invite advisers (an attorney, CPA, lender, loan broker, equity partner, or similar) to view or work in your deal, each with access scoped to what you authorize. Invited users accept a short set of terms specific to their limited role before they can upload or view anything; see INVITED_USER_TERMS.md. You are responsible for the categories of access you grant an invited user and for revoking that access when it is no longer needed. Probity is not responsible for what an invited user does with information you have given them access to, beyond our own obligations to secure the platform.

Probity's spreads, Cash Proof analyses, SDE Recasts, question suggestions, and other AI-assisted outputs are generated by processing the documents you provide through a third-party AI model. These outputs are informational tools to help you evaluate a business faster. They:

• May contain errors, omissions, or misreadings of the source documents, particularly with poor-quality scans, unusual formatting, or non-standard accounting.
• Must be independently verified by you before you rely on them for any decision, including a pricing, financing, or go/no-go decision.
• Are not legal, tax, accounting, investment, or valuation advice.
• Are not an audit, attestation, or Quality of Earnings engagement, and do not carry any of the assurance, standard of review, or professional liability that comes with those engagements.
• Do not constitute, and should not be represented to a lender, seller, or any other party as, a valuation opinion of the business.

You are responsible for confirming any material finding with your own attorney, CPA, and lender before you act on it. See section 9 for the full disclaimer.

Probity does not guarantee that any deal you evaluate will close, that any financing you apply for will be approved, or that any number Probity generates will match what a lender, CPA, or attorney concludes independently. Deal and financing outcomes depend on facts about the business, the seller, the lender, and market conditions that are outside our control and outside the scope of what the product analyzes.

PROBITY IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT PROBITY WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY ANALYSIS, SPREAD, OR OUTPUT WILL BE ACCURATE OR COMPLETE. YOU USE PROBITY, AND RELY ON ANY OUTPUT IT GENERATES, AT YOUR OWN RISK, AND YOU AGREE TO INDEPENDENTLY VERIFY ANY MATERIAL FINDING BEFORE ACTING ON IT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROBITY AND CRESTPOINT VENTURES LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY (INCLUDING A LOST OR MISPRICED ACQUISITION), ARISING OUT OF OR RELATING TO YOUR USE OF PROBITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO PROBITY WILL NOT EXCEED THE TOTAL FEES YOU PAID TO PROBITY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, so some of the limitations above may not apply to you in full.

You agree to indemnify and hold harmless CrestPoint Ventures LLC and Probity from any claim, loss, liability, or expense (including reasonable attorneys' fees) arising out of: your violation of these terms, your violation of any law or the rights of a third party, or content you upload, including a claim that you did not have the right to upload or share a document with your invited team or with Probity.

We may suspend or terminate your account, with or without notice, if we reasonably believe you have violated these terms, the Acceptable Use Policy, or applicable law, or if your use poses a security risk to Probity or other users. Where practical, we will give you notice and an opportunity to cure a violation before termination.

You may cancel your account at any time from account settings. Upon termination for any reason, your right to use Probity ends, though your Diligence Room slot's stored documents remain accessible for export as described in the Privacy Policy's retention section, and you may export your data as described in section 13 before or shortly after termination.

You can export your spreads, documents, journal entries, and checklist status from within the product at any time while your account is active. If your account is terminated, we will provide a reasonable window (at least 30 days, except in cases of termination for fraud, illegal activity, or a security threat) during which you may request an export of your content before it is deleted from active storage, subject to the retention periods in the Privacy Policy.

Probity, including its software, design, trademarks, and the Probity name and logo, is owned by CrestPoint Ventures LLC. Nothing in these terms transfers any of that intellectual property to you. You may not use the Probity name or logo without our prior written permission, except to accurately refer to the product (for example, in your own notes about the deal you are evaluating).

If you send us feedback, feature requests, or suggestions, you agree that we may use them without restriction or compensation to you, and you will not be identified as the source unless you ask us to credit you.

We may update these terms as the product or the law changes. If we make a material change, we will notify active account holders by email and post the updated terms here with a new draft or effective date at the top, at least 30 days before the change takes effect for an existing Pro subscriber's next billing cycle. Continued use of Probity after a change takes effect means you accept the updated terms. If you do not agree to a material change, your remedy is to cancel your subscription before it takes effect.

These terms are governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles.

Counsel to select one of the following two approaches before publication; see COUNSEL_QUESTIONS.md.

Option A: Illinois courts. Any dispute arising out of or relating to these terms or Probity will be brought exclusively in the state or federal courts located in Illinois, and you consent to the personal jurisdiction of those courts.

Option B: Binding arbitration with a small-claims carve-out. Any dispute arising out of or relating to these terms or Probity will be resolved by binding, individual arbitration, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies. YOU AND PROBITY EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. [Arbitration administrator, rules, and location to be specified by counsel if this option is selected.]

If any provision of these terms is found unenforceable, the remaining provisions remain in full effect. Our failure to enforce a provision is not a waiver of it. You may not assign these terms without our consent; we may assign these terms in connection with a merger, acquisition, or sale of assets. These terms, together with the Privacy Policy, Acceptable Use Policy, and (where applicable) Invited User Terms, are the entire agreement between you and Probity regarding your use of the product.

Questions about these terms: hello@useprobity.com.