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.

Business use. Probity is for evaluating and buying businesses. You agree to use it for business or professional purposes, and not for personal, family, or household use.

You may sign in with an email and password or through Google or Microsoft sign-in. Signing in through Google or Microsoft confirms your identity and gives us your name and email address. It does not give Probity access to your mailbox, files, or calendar with that provider.

Free account

Every account is free to create, with no payment card. It includes the pipeline, browser clipper, deal journal, staged diligence checklist, the seller upload link, the SBA loan calculator, and the SDE Recast on screen for one business of your own, once per account. That recast stays on screen and updates when you add new documents for that business; tracking additional deals in your pipeline has no limit. Running the SDE Recast on a second business requires Deal Check or Deal Desk, described below. We may change what the free account includes, or stop offering it, as described in sections 13 and 17.

Deal Check subscription

Deal Check is a monthly subscription. You pay the price shown to you at checkout when you start, and that price stays in effect until it changes as described in "Price changes" below. There is no free trial: your payment card is charged when you start Deal Check, and billing continues 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. Deal Check raises the SDE Recast limit to two new deals each month; re-running a deal you have already started does not count against that limit. A month runs from the day you are charged to the same day the following month. Excel and PDF downloads require Deal Desk.

Deal Desk subscription

Deal Desk is a monthly subscription. You pay the price shown to you at checkout when you start, and that price stays in effect until it changes as described in "Price changes" below. There is no free trial: your payment card is charged when you start Deal Desk, and billing continues 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. A Deal Desk subscription raises the SDE Recast limit to twenty new deals each month; re-running a deal you have already started does not count against that limit either. A month runs from the day you are charged to the same day the following month.

Introductory prices. We may offer a lower price for a stated period to buyers who start by a stated date. When we do, the lower price, how long it lasts, and the price that follows are shown to you at checkout before you pay. The change to the regular price at the end of that period is disclosed at checkout and does not require a separate 30-day notice. An introductory price is available only while the offer is open, and it is not applied to a subscription that started before the offer began.

Firm subscription

Firm is a monthly subscription for a team that shares one account. It is Deal Desk plus a charge per seat. You pay the Deal Desk price, which covers the account owner and one partner, plus $40 each month for every seat from the third seat on, at the prices shown to you at checkout. Three seats, for example, is the Deal Desk price plus one $40 seat. You choose the number of seats at checkout. Everything above for Deal Desk applies to Firm: there is no free trial, billing continues monthly until you cancel, you can cancel at any time from your account settings, effective at the end of your current billing period, and canceling does not refund the current period already paid for.

You can add seats at any time in Settings. The added seats are charged right away, prorated for the rest of the current billing period, and then monthly. You lower the number of seats in Settings once the people in your account fit the lower number, which means removing partners first. A lower seat count is credited for the unused part of the current billing period, and the lower monthly charge applies from then on. Lowering Firm to two seats is Deal Desk. Price changes apply to the Deal Desk price and the seat price as described in "Price changes" below.

Cash Proof

Cash Proof is a one-time purchase, at the price shown to you at checkout, 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 Cash Proof access through closing and through the 12 months of post-close company-room access described on our pricing page and in the Privacy Policy's Retention section, 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 Cash Proof fee is not contingent on your deal closing. You are purchasing software access for a defined period, not a success-based service; the fee is earned once you use it, regardless of whether you complete, delay, or abandon a transaction. See "Refunds" below for the one exception, for a purchase made by mistake with nothing uploaded to the deal since.

Price changes

We will give you at least 30 days' notice before changing the price of an active Deal Check, Deal Desk, or Firm subscription, by email to your account address. A price change 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. This does not apply to an introductory price, which changes to the regular price on the schedule shown to you at checkout. Cash Proof pricing may change for new purchases at any time; the price you paid for your existing slot does not change.

Refunds

Deal Check, Deal Desk, and Firm are billed month to month; canceling stops future charges but does not refund any part of the current billing period already paid for. Cash Proof is refundable in full, on request, only if nothing has been uploaded to the deal since you bought Cash Proof, as a correction for a slot bought by mistake; a document already on the deal before your purchase does not affect this, but once anything is uploaded after your purchase, the Cash Proof fee is not refundable. Except as stated in this section, in section 13, or as required by law, all other fees are non-refundable, including partial-month Deal Check or Deal Desk charges and Cash Proof 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.
• Upload a document the NDA checker flagged as restricted on that deal, or give the per-deal upload confirmation in section 5 when it is not true, to get around either check.
• 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 13.

The short version shown at signup is our Acceptable Use Policy.

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.

Reporting content and copyright

Your content is private to your account and the people you invite, so it is not published anywhere. If you believe content in Probity violates our Acceptable Use Policy or infringes your copyright, email hello@useprobity.com with "Content report" or "Copyright notice" in the subject line.

For a copyright notice, include: your name and contact details; a description of the copyrighted work you say was infringed; enough detail for us to find the material you object to; a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner of the right or authorized to act for the owner; and your physical or electronic signature. These are the elements listed in 17 U.S.C. 512(c)(3).

We review what we receive, and we remove or disable access to content that infringes or violates our policies. We terminate the accounts of users who repeatedly infringe copyright. The person whose content we remove can send us a counter-notice if they believe the removal was a mistake.

Much of what you upload will be a seller's confidential business information, often received under an NDA between you and the seller. This section covers the two ways that information reaches Probity, and what you are representing in each case.

Seller-direct upload (preferred)

Wherever possible, ask the seller or the seller's broker to upload documents directly, instead of uploading them yourself. You can send the seller or broker an upload link for any item on your request list, including the tax returns and financials typically requested right after signing an NDA and before an LOI. The seller or broker accepts the Invited User Terms before their first upload, including their own consent to have the documents stored in Probity and analyzed for you, with AI-assisted analysis, as described in section 6 below (see the Invited User Terms). Documents uploaded this way are provided by the seller directly.

Buyer uploads

If you upload a document yourself, before your first upload on each deal you confirm that your NDA with the seller, or the seller's separate consent, permits you to store and analyze the seller's documents in third-party software, including AI-assisted analysis. That confirmation is part of the warranty below and applies separately to each deal.

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.

NDA checker

If you use Probity's NDA checker, its results are informational flags that quote the clause text they are reacting to. They are not legal advice and are not an opinion on whether you may upload a particular document; rely on your own attorney for that question. A clean result does not mean an upload is permitted, only that the checker did not identify language it is designed to flag. Using the checker, or receiving a clean result, does not change the warranty above or the indemnity in section 12.

If the checker flags a restriction, we may block buyer uploads on that deal and direct you to the seller-direct upload link or to obtaining the seller's written consent before uploads resume.

Probity is not a party to any NDA or confidentiality agreement between you and a seller or broker, has no visibility into its terms beyond what the NDA checker reads if you choose to use it, 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.

Most of what you upload is the seller's confidential information, held by you under an NDA. This section states what we do to protect it, so you can weigh whether Probity fits within your own confidentiality obligations. Many NDAs permit disclosure to the buyer's representatives or agents who are themselves bound to confidentiality; this section is designed to give you that basis, but we cannot represent that it satisfies any particular NDA's language. See our model NDA clause for language you can propose to a seller before you sign.

We treat the documents and deal content you or an invited seller upload as your confidential information. We:

• Use it only to provide Probity to you, on your instructions: to run the analyses you request, including AI-assisted analysis performed by the subprocessors listed on our Subprocessors page, and for no other purpose.
• Disclose it only to subprocessors bound by written confidentiality and data-protection obligations at least as protective as this section, to people you invite into your deal (scoped as you set), or as required by law, in which case we will give you notice before disclosure where the law legally permits it.
• Do not use it to train AI models, and do not use it for any purpose other than providing Probity to you and the people you invite.
• Protect it with security safeguards reasonable and appropriate to its sensitivity, as described in the Privacy Policy's Security section.

This section describes our own obligation to you. It does not modify the warranty you give us in section 5, and it is not a substitute for your own compliance with your NDA.

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 the Invited User Terms. 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 10 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 GREATER OF (A) $50 AND (B) THE TOTAL FEES YOU PAID TO PROBITY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. HAVING MORE THAN ONE CLAIM DOES NOT INCREASE THIS LIMIT.

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 defend, 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 will tell you promptly about any claim we learn of that this section covers. We may take control of the defense of that claim at your expense, and you agree to cooperate with our defense. You may not settle a claim covered by this section without our prior written consent.

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 subscription at any time from account settings. Upon termination for any reason, your right to use Probity ends, though your Cash Proof 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 14 before or shortly after termination.

If we stop offering Probity

We may stop offering Probity, the free account, or any plan or feature, at any time. We are not obligated to keep any account open, including a free account. If we stop offering Probity altogether, we will give account holders at least 30 days' notice by email, stop all future subscription charges, and provide the export window described in section 14. If you bought Cash Proof less than 12 months before we stop offering Probity, we will refund the part of the fee that covers the months left in your 12-month slot.

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.

Deleting a deal (return or destroy)

You can delete an entire deal, and all its documents, from within the product at any time. When you do, we issue a dated deletion confirmation listing what was deleted. Deleted data leaves our backups within 30 days, the point-in-time recovery retention period described in the Privacy Policy's Retention section, and the confirmation states that window. This is intended to help you document a return-or-destroy obligation in your NDA with the seller; whether it satisfies a particular NDA's language is a question for your own attorney.

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 date at the top, at least 30 days before the change takes effect for an existing Deal Check, Deal Desk, or Firm 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. This section is also governed by the Federal Arbitration Act.

Try to resolve it first. Before either of us starts an arbitration or a small-claims case, the party with the dispute must send the other a written notice describing the dispute and the relief requested. Send yours to hello@useprobity.com or to our mailing address in section 22; we will send ours to your account email address. For 60 days after the notice is received, we will both try in good faith to resolve the dispute informally, including by a phone or video call if either of us asks for one. Any deadline for bringing the claim is paused during those 60 days.

Binding individual arbitration. If the dispute is not resolved within those 60 days, either of us may start arbitration. Any dispute arising out of or relating to these terms or Probity will be resolved by binding, individual arbitration rather than in court, with two exceptions: either of us may bring an individual claim in small-claims court if it qualifies, and either of us may ask a court for an injunction or other equitable relief to protect intellectual property. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules or Commercial Arbitration Rules, whichever the AAA determines apply, before one arbitrator, in Chicago, Illinois, or by video conference if either of us asks. The arbitrator decides all questions about whether a dispute must be arbitrated, except that a court decides any challenge to the class action waiver below, whether the informal resolution step above was completed, and any dispute about arbitration fees. The arbitrator may award the same relief a court could, but only on an individual basis. Judgment on the award may be entered in any court with jurisdiction.

Jury trial and class action waiver. YOU AND PROBITY EACH WAIVE THE RIGHT TO A JURY TRIAL. EACH OF US MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. If a court finds this waiver unenforceable for a particular claim, only that claim will be decided in court, in the courts named below, and all other claims remain in arbitration.

Many similar claims. If 100 or more substantially similar arbitration demands are filed against Probity within 30 days by the same law firm or by a coordinated group, the AAA will administer them in batches of 100, with one arbitrator and one set of fees for each batch, to the extent the AAA's rules allow.

Fees. The AAA's rules decide who pays its filing, administration, and arbitrator fees. Each of us pays our own attorneys' fees, unless the arbitrator finds a claim was frivolous or brought for an improper purpose, or applicable law provides otherwise.

Opting out of arbitration. You may opt out of this arbitration agreement within 30 days after you first accept these terms, by emailing hello@useprobity.com from your account email address or by writing to our mailing address in section 22. Your notice must include your name, your account email address, and a clear statement that you want to opt out of arbitration. If we later make a material change to this section, you may reject that change the same way within 30 days of our notice of it, and the version you last accepted will continue to apply to you. Opting out does not affect any other part of these terms.

Courts. For any claim that is not arbitrated, you and Probity agree to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois.

If any provision of these terms is found unenforceable, it will be enforced to the greatest extent permitted, and 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.

Electronic notices. You agree that we may give you notices, including notices of price changes and of changes to these terms, by email to your account email address or by posting them in the product, and that these notices satisfy any legal requirement that a notice be in writing. Keep your account email address current.

Survival. Any provision that by its nature should continue after your account ends will continue, including sections 4 through 6, 8 through 12, 14 through 16, and 18 through 21.

Export control and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive United States sanctions, and that neither you nor any person who owns or controls you, or on whose behalf you act, appears on a United States government restricted-party list, including the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department's Office of Foreign Assets Control. You agree to comply with United States export control and sanctions laws in your use of Probity and not to use Probity, or let anyone else use it through your account, for any purpose those laws prohibit. We may suspend or close an account, or decline a transaction, when we reasonably believe doing so is required to comply with those laws.

Events beyond our control. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labor disputes, acts of government, failures of the internet, power, or telecommunications, and the unavailability of a third-party service we depend on, such as our hosting provider, payment processor, or AI provider. We will resume performance as soon as we reasonably can. This paragraph does not excuse payment for service already provided, and if such an event leads us to stop offering Probity, section 13 governs.

In these terms, "including" means "including without limitation."

Probity works alongside services we do not operate, including Google and Microsoft sign-in, Stripe checkout, and the business-for-sale marketplaces and broker websites your listings come from. Your use of those services is governed by their own terms and privacy policies, and we are not responsible for their content, availability, or practices. A listing appearing in Probity, whether you clipped it, forwarded it, or pasted it in, is not an endorsement of the listing, the business, or the broker.

Under California Civil Code section 1789.3, California users are entitled to the following notice. Probity is provided by CrestPoint Ventures LLC, Attn: Probity, 9169 W. State St., #4017, Garden City, ID 83714. The charges for Probity are described in section 2 and on our pricing page. To file a complaint about Probity, or to get more information about using it, write to us at that address or email hello@useprobity.com. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Questions about these terms: hello@useprobity.com.

By mail: CrestPoint Ventures LLC, Attn: Probity, 9169 W. State St., #4017, Garden City, ID 83714.