Terms of Service

1.1 Acceptance of Terms

By accessing or using the Company Vitality Index™ (CVI™) and Valuation self-serve tools (collectively, the “Tools”), operated by Jade Partners (“Jade Partners,” “we,” “us,” or “our”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree, do not use the Tools. These Terms should be read together with our Privacy Policy, which is incorporated by reference.

1.2 Eligibility

The Tools are intended for business owners, principals, and authorized representatives of a business who are at least 18 years old. By using the Tools, you represent that you meet this requirement and that you have the authority to submit information about the business on whose behalf you are using the Tools.

1.3 License to Use

Subject to your compliance with these Terms, Jade Partners grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Tools for your own internal business purposes. You may not resell, sublicense, or otherwise make the Tools available to any third party.

1.4 Intellectual Property

The CVI™ methodology, scoring framework, valuation methodology, questions, algorithms, reports, design, and all related content are the property of Jade Partners and are protected by intellectual property laws. Purchasing access to the Tools gives you the right to use your own generated report for your own purposes; it does not transfer ownership of, or any license to, the underlying methodology, questions, or software.

1.5 Prohibited Uses

You agree not to:

• Reverse-engineer, decompile, or attempt to extract the underlying CVI™ or Valuation methodology, scoring logic, or algorithms;
• Use automated means (bots, scrapers) to access the Tools or submit data;
• Submit false, fraudulent, or knowingly inaccurate information about a business;
• Use the Tools to build a competing product or service;
• Use the Tools in any way that violates applicable law.

1.7 Termination

Jade Partners may suspend or terminate your access to the Tools at any time, with or without notice, for conduct that violates these Terms or for any other reason at our discretion. You may stop using the Tools at any time. Termination does not entitle you to a refund except as described in our Refund Policy (Section 3, below).

1.8 Disclaimer of Warranties

THE TOOLS AND ALL OUTPUTS (INCLUDING CVI™ SCORES AND VALUATION REPORTS) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. JADE PARTNERS DOES NOT WARRANT THAT THE TOOLS WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY SCORE OR VALUATION OUTPUT WILL REFLECT THE ACTUAL MARKET VALUE OR SALEABILITY OF YOUR BUSINESS.

1.9 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JADE PARTNERS AND ITS OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO YOUR USE OF THE TOOLS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JADE PARTNERS' TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THE TOOLS SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SPECIFIC TOOL OR REPORT GIVING RISE TO THE CLAIM.

1.10 Indemnification

You agree to indemnify and hold harmless Jade Partners from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your use of the Tools, your violation of these Terms, or your submission of false or fraudulent information.

1.11 Dispute Resolution; Governing Law

These Terms are governed by the laws of the State of Oregon, without regard to its conflict of laws principles, except that where the mandatory laws of the state or U.S. territory in which you reside grant you rights that differ from or exceed those described here, those laws will govern with respect to those specific rights.

Agreement to Arbitrate. Except for disputes eligible for small claims court (see below), you and Jade Partners agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Tools will be resolved through binding, individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual action in small claims court for disputes within that court's jurisdiction. The arbitration will be seated in Oregon, and the arbitrator's decision will be final and binding, subject only to limited review as provided by law.

Class Action Waiver. You and Jade Partners agree that any arbitration or court proceeding will be conducted only on an individual basis, and not as a class, collective, or representative action. Neither party may bring a claim as a plaintiff or class member in any purported class, collective, or representative proceeding.

Right to Opt Out. You may opt out of this arbitration agreement by sending written notice to privacy@jadepartners.co within 30 days of first accepting these Terms. Your notice must include your name, the business you used the Tools on behalf of, and a clear statement that you wish to opt out of arbitration. If you opt out, both you and Jade Partners retain the right to resolve disputes in court, and the Class Action Waiver above will not apply to you.

1.12 Changes to These Terms

We may update these Terms from time to time. We will post the updated version with a new “Last Updated” date. Continued use of the Tools after changes take effect constitutes acceptance of the revised Terms.

1.13 Contact

Questions about these Terms may be directed to privacy@jadepartners.co.

2.1 Informational Purposes Only

The CVI™ score and Valuation output generated by the Tools are provided for general informational and educational purposes only. They are intended to give business owners a preliminary, data-informed starting point for understanding business performance and readiness for a future transition or sale.

2.2 Not a Certified Appraisal or Formal Valuation

The Valuation output is not a certified business appraisal, formal valuation, fairness opinion, or any other work product prepared in accordance with professional appraisal standards (such as those issued by the American Society of Appraisers, the National Association of Certified Valuators and Analysts, or under the Uniform Standards of Professional Appraisal Practice). It is generated through an automated methodology based solely on the information you self-report, without independent verification, on-site inspection, or professional judgment applied to your specific business.

2.3 General Guidance — Not a Substitute for Personalized Advisory Services

The CVI™ score and Valuation output are generated through an automated, self-serve process based on the information you provide, and are intended to give you general guidance and a starting point for understanding your business. They are not a substitute for the personalized legal, tax, financial, investment, or accounting advice a qualified professional can provide after reviewing your specific circumstances in depth. The CVI™ score and Valuation output should not be treated as the sole basis for a business, financial, tax, or legal decision, including a decision to list, market, or sell your business. We encourage you to consult with qualified professionals as part of your decision-making process — including an attorney, accountant, and the Certified Exit Planning Advisors® (CEPAs) at Jade Partners or another qualified business valuation professional.

2.4 Accuracy Depends on Your Input

The CVI™ score and Valuation output are only as accurate as the information you provide. Jade Partners does not independently verify, audit, or confirm the accuracy of any information submitted, and undertakes no obligation to do so. Errors, omissions, or inaccuracies in your submitted information will directly affect the accuracy of your results. As described in our Privacy Policy, submitted responses cannot be corrected or re-scored after submission.

2.5 No Advisor-Client Relationship

Purchasing and using the self-serve Tools alone does not create an advisory relationship, engagement, or fiduciary duty between you and Jade Partners. An advisory relationship is formed only through a separate, signed engagement agreement for ongoing services.

2.6 Results May Vary; No Guarantee

Actual market outcomes, offers, or sale prices for your business may differ significantly from your CVI™ score or Valuation output. Jade Partners makes no guarantee, express or implied, regarding the saleability of your business, the accuracy of any score or valuation range, or any outcome resulting from your use of the Tools.

3.1 General Policy

All sales are final. Purchases of the CVI™, Valuation, or bundled tool are non-refundable.

3.2 Technical Issues

If you experience a verified technical issue that prevents you from completing your assessment or accessing your generated report, contact us at support@jadepartners.com and we will work with you to resolve the issue, which may include a report regeneration or, at our discretion, a refund.

3.4 Bundled Purchases

All sales are final, whether or not the assessment is completed. If you purchase the bundled CVI™ + Valuation tier and do not complete one or both components — including if you do not complete your assessment within the 90-day window described in our Privacy Policy — no refund will be issued for any completed or uncompleted portion of the purchase.

4.1 What the Tools Provide

The CVI™ score and Valuation output are designed to provide guidance to business owners who are considering selling their business, or who want to begin preparing their business to be sold in the future. The Tools help you understand where your business currently stands — including potential gaps in transferability, performance, or value — so you can make more informed decisions about your own timeline and next steps. The Tools do not list, market, advertise, or solicit the sale of your business, and do not connect you with, or solicit on behalf of, prospective buyers or investors in your business.

4.2 No Brokerage or Securities Transaction Services

Jade Partners does not, through the Tools or otherwise, effect, negotiate, or facilitate the sale, purchase, or exchange of a business's securities or assets on your behalf, and does not receive transaction-based compensation (such as a success fee tied to the closing of a sale) for use of the self-serve Tools. If you engage Jade Partners for separate advisory services beyond the self-serve Tools, the nature and scope of those services — including whether any brokerage-type activity is involved — will be described in a separate engagement agreement, and Jade Partners will operate within applicable federal and state exemptions and licensing requirements, including as applicable.

4.3 Exit Planning Is Advisory, Not Transactional

Jade Partners' role, whether through the self-serve Tools or subsequent advisory engagements, is to help business owners plan for, prepare for, and understand their options around an eventual transition — including operational improvements, value acceleration, and readiness assessment. Jade Partners does not represent buyers or sellers in the negotiation or closing of a specific transaction in the manner of a licensed business broker or investment banker, unless and only to the extent expressly described in a separate written engagement.