Terms of Service

Effective Date: June 25, 2026

1. Introduction and Acceptance

SoForma, Inc. ("SoForma," "we," "us," or "our") operates a platform that enables business owners ("Sellers"), their certified public accountants and other advisors ("CPAs"), prospective acquirers and investors ("Buyers"), and their respective legal counsel ("Counsel") to prepare for, identify, and confidentially explore potential merger, acquisition, investment, and similar transactions involving privately held businesses (each, a "Transaction").

These Terms of Service (these "Terms") form a binding legal agreement between you and SoForma governing your access to and use of soforma.ai, any associated mobile or desktop applications, and all related services, features, content, and tools (collectively, the "Platform").

By creating an account, accessing, or using the Platform in any way, you agree to be bound by these Terms and our Privacy Policy. If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Platform.

2. What SoForma Is — And What It Is Not

SoForma is a technology platform. The Platform provides software-based tools for exit preparation, document organization, CPA-led verification of seller-provided information, identity-blinded listing, opportunity discovery, and confidential communication facilitation between qualified parties. Certain features of the Platform may be designated as beta or early access and are provided on an experimental basis.

SoForma is not a broker, dealer, investment adviser, business broker, real estate broker, or M&A advisor. SoForma does not, and does not hold itself out as a person or entity that:

effects securities transactions for the account of others;
negotiates the terms of any Transaction;
structures, values, prices, or recommends any Transaction or deal opportunity;
represents any Seller, Buyer, CPA, or Counsel as an agent, fiduciary, or advisor;
provides legal, tax, accounting, financial, investment, valuation, or M&A advice;
solicits, offers, or recommends the purchase or sale of any business, asset, or security;
holds, transmits, or has custody of any funds, securities, or assets exchanged in connection with any Transaction; or
guarantees, validates, or endorses any information posted by any user, the suitability of any Buyer or Seller, or the merit of any deal opportunity.

SoForma is not registered with the U.S. Securities and Exchange Commission ("SEC") as a broker-dealer, with the Financial Industry Regulatory Authority ("FINRA"), or with any state securities or real estate regulatory authority. The Platform is designed to operate consistently with applicable exemptions from such registration requirements, including but not limited to the M&A broker exemption under Section 15(b)(13) of the Securities Exchange Act of 1934, but no representation is made as to the regulatory characterization of any particular Transaction.

SoForma charges Buyers a subscription fee for access to Platform features. SoForma does not charge any fee that is contingent on the completion of a Transaction. SoForma's compensation is the Buyer subscription described in Section 7. SoForma does not charge Sellers or CPAs to use the Platform, and SoForma does not charge any success fee, closing fee, commission, or other transaction-contingent fee to any party. Whether and how any CPA is compensated for verification or other professional work is a matter solely between the CPA and the CPA's client, billed by the CPA directly, independent of SoForma.

You are responsible for your own conduct, your own due diligence, and your own legal and regulatory compliance. All users — Sellers, CPAs, Buyers, and Counsel — agree that they are solely responsible for: (a) conducting their own due diligence on any deal opportunity or counterparty; (b) obtaining their own independent legal, tax, accounting, financial, and valuation advice; (c) complying with all applicable federal, state, and local laws, including securities laws, business broker licensing laws, and tax laws; and (d) negotiating, structuring, documenting, and consummating any Transaction.

3. Eligibility

To create an account or use the Platform, you must:

be at least 18 years of age and capable of forming a legally binding contract;
have the authority to bind yourself or any organization on whose behalf you are acting;
provide accurate, current, and complete registration information and keep it updated;
maintain the security and confidentiality of your account credentials;
comply with all applicable laws, regulations, and these Terms.

SoForma reserves the right to refuse, suspend, or terminate access to any user, in its sole discretion, with or without cause and with or without notice.

3.1 Buyer Access

Any user may register as a Buyer to browse identity-blinded listings on the Platform without charge. To access non-public company information beyond an identity-blinded listing, a Buyer must purchase a paid subscription (described in Section 7) and, where a Seller has made specific confidential information available subject to a non-disclosure agreement, sign and have countersigned the applicable non-disclosure agreement ("NDA") through the Platform. The level of information a Buyer may access is determined by the Buyer's subscription tier together with the specific items a Seller has chosen to grant to that Buyer under a countersigned NDA. Sellers control, on a per-item basis, what confidential information a Buyer may access.

3.2 Seller and CPA Onboarding

Any user may create an account as a Seller or CPA at no charge to evaluate the Platform, prepare exit-readiness materials, engage a CPA for verification, and organize Transaction documentation in a private workspace. A Seller controls whether and when the Seller's business becomes discoverable on the Platform (on an identity-blinded basis) and controls all subsequent disclosure of confidential information to Buyers through the NDA and per-item access controls. CPAs perform their work under their own professional standards and engagement terms with their clients; SoForma is not a party to that engagement.

A CPA who performs verification work through the Platform agrees that, upon completion of an agreed-upon procedures engagement, SoForma may apply a status label, including 'CPA-Verified,' to the associated disclosure to describe the engagement type and its completion. Such labeling is SoForma's own descriptive representation and is not a representation, opinion, or assurance of the CPA. The CPA's professional representations are limited to the findings reported under the engagement. SoForma is responsible for the presentation of any such label, and the CPA is not responsible for SoForma's platform labeling or for any conclusion a reader draws from it.

4. Account Responsibility and Confidentiality

4.1 Account Security

You are responsible for all activity that occurs under your account. You must notify SoForma immediately at admin@soforma.ai of any unauthorized use of your account or any other suspected breach of security. SoForma is not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

4.2 One Account, One Role per Company

Access to the Platform is role-based and determined per company. A user who owns or administers a company is treated as a Seller with respect to that company and a Buyer with respect to other companies. A paid Buyer account may not list a company; to list a company, use a separate free account.

4.3 Platform Confidentiality

The Platform contains highly sensitive, non-public information about businesses, owners, financial performance, and prospective Transactions. As a condition of access, every user agrees that all non-public information accessed through the Platform — including the existence of any deal opportunity, the contents of any teaser or listing, the identity of any counterparty learned through the Platform, and any verification findings or supporting evidence — constitutes "Confidential Information." Access to specific Confidential Information may additionally be governed by an NDA executed between a Buyer and a Seller through the Platform.

You agree to:

use Confidential Information solely for the purpose of evaluating potential Transactions through the Platform in accordance with these Terms and any applicable NDA;
not disclose Confidential Information to any third party without the express written consent of the originating party (except to your own bona fide advisors who are bound by confidentiality obligations no less restrictive than these Terms);
not use Confidential Information to compete with, solicit employees or customers of, or otherwise harm any Seller; and
not attempt to identify any Seller listed on an identity-blinded basis through reverse engineering, public records research, or other means with the purpose of circumventing the Platform's disclosure controls.

These confidentiality obligations survive termination of your account indefinitely with respect to information that remains non-public, and are in addition to the obligations of any NDA you execute through the Platform.

4.4 User Representations

By creating an account, you represent and warrant that:

you are not a competitor of any Seller for the purpose of gathering competitive intelligence;
you are not a journalist, researcher, or third party seeking information for publication or non-Transaction purposes;
you are accessing the Platform in good faith for the purpose of preparing for, evaluating, or facilitating a bona fide Transaction;
all information you have provided to SoForma is true, accurate, and complete; and
you are not subject to any sanctions, debarment, or regulatory disqualification that would prevent you from participating in a Transaction.

5. User Content

5.1 Ownership

You retain ownership of all content, data, documents, financial information, and other materials that you upload to or generate through the Platform ("Your Content").

5.2 License to SoForma

You grant SoForma a limited, worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, and display Your Content solely as necessary to (a) provide the Platform to you and your authorized collaborators; (b) operate, secure, improve, and develop the Platform; and (c) comply with applicable law or legal process. SoForma will not sell Your Content or use it for advertising. SoForma's use of personal information is further governed by our Privacy Policy.

5.3 Your Representations

You represent and warrant that you have all necessary rights to upload Your Content and grant the license in Section 5.2; that Your Content does not violate any law or third-party right (including intellectual property, privacy, or contractual rights); and that Your Content is accurate and not misleading.

5.4 Content Responsibility

SoForma does not pre-screen, validate, endorse, or guarantee Your Content or any content posted by other users. Verification performed by a CPA through the Platform reflects that CPA's independent professional work under applicable professional standards, not any verification, endorsement, or warranty by SoForma. You are solely responsible for the accuracy and completeness of Your Content. SoForma is not liable for any reliance by any user on Your Content or any other user's content.

6. Acceptable Use

You agree not to:

use the Platform for any unlawful, fraudulent, or deceptive purpose;
post or transmit any content that is false, misleading, defamatory, or fraudulent;
impersonate any person or entity, or misrepresent your affiliation with any person or entity;
attempt to gain unauthorized access to any account, system, or data;
circumvent, disable, or interfere with security, access, or disclosure controls of the Platform;
use any automated means (bots, scrapers, crawlers) to access, monitor, or copy Platform content without SoForma's express written consent;
transmit viruses, malware, or any other harmful code;
reverse engineer, decompile, or disassemble any portion of the Platform;
use the Platform to send unsolicited communications, spam, or marketing materials;
violate the intellectual property, privacy, publicity, or contractual rights of any person;
aggregate, resell, or commercially redistribute Platform data;
use the Platform in any manner that could damage, disable, or impair the Platform;
share, resell, or transfer your subscription or account access to any other person; or
attempt to identify any identity-blinded Seller, or to access Confidential Information, through means outside the Platform's intended workflow and disclosure controls.

7. Subscriptions, Billing, and Payment

7.1 Buyer Subscriptions. Access to non-public company information beyond identity-blinded listings requires a paid Buyer subscription. SoForma offers subscription tiers at the prices and with the access levels described on the Platform's pricing page at the time of purchase. Sellers and CPAs are not charged to use the Platform.

7.2 Recurring Billing. Subscriptions are billed on a recurring basis (for example, monthly) through our third-party payment processor. By subscribing, you authorize SoForma and its payment processor to charge your payment method on each billing cycle until you cancel. Prices may change on a prospective basis with notice as described in Section 16.

7.3 Payment Processor. Payments are processed by a third-party payment processor (currently Stripe). SoForma does not store full payment card numbers. Your use of the payment processor's services is subject to the processor's terms and privacy policy, and you are responsible for the accuracy of the payment information you provide.

7.4 Cancellation. You may cancel your subscription at any time through your account or the billing portal. Cancellation stops future renewals; it does not retroactively refund the current billing period except as required by law or as expressly stated by SoForma.

7.5 Lapsed Access. If a payment fails or a subscription lapses or is canceled, the access associated with that subscription ends, and your view of company information reverts to the level available to your then-current entitlement (which may be the free, identity-blinded level). Access controls are enforced at the data layer; a lapse takes effect on your next request.

7.6 No Transaction-Contingent Fees. SoForma's only charge is the Buyer subscription. SoForma charges no success fee, closing fee, commission, or other fee contingent on any Transaction. There is no non-circumvention fee owed to SoForma, because SoForma's compensation does not depend on whether any Transaction occurs.

7.7 Taxes. Subscription prices are exclusive of applicable taxes unless stated otherwise. You are responsible for any taxes associated with your subscription other than taxes on SoForma's income.

8. Communications Through the Platform

To preserve the confidentiality of Sellers and the integrity of the Platform's disclosure controls, in-Platform messaging between a Buyer and a Seller becomes available once an NDA between them has been countersigned through the Platform. SoForma is not a party to, and does not monitor the substantive content of, communications between users for purposes of providing advice or supervision. SoForma may retain records of the existence and timing of communications for the purpose of operating and securing the Platform.

9. Third-Party Services

The Platform integrates with or links to third-party services (including payment processing, authentication, analytics, and others). SoForma does not control and is not responsible for any third-party service. Your use of any third-party service is governed by that provider's terms and is at your own risk.

10. Beta and Early Access Features

The Platform, or certain features of the Platform, may be designated as "beta," "early access," "preview," or similar. Such features are provided on an experimental basis, may change or be discontinued at any time, and may contain bugs or errors. Use of beta features is at your own risk, and SoForma disclaims all warranties and liabilities with respect to such features to the fullest extent permitted by law.

11. Disclaimers

11.1 As-Is

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFORMA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

11.2 No Professional Advice

NOTHING ON OR THROUGH THE PLATFORM CONSTITUTES LEGAL, TAX, ACCOUNTING, FINANCIAL, INVESTMENT, VALUATION, OR M&A ADVICE. ALL CONTENT, TOOLS, TEMPLATES, AND INFORMATION PROVIDED THROUGH THE PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY. YOU MUST CONSULT YOUR OWN QUALIFIED PROFESSIONAL ADVISORS BEFORE MAKING ANY DECISION REGARDING A TRANSACTION.

11.3 No Endorsement; Nature of CPA Verification

SOFORMA DOES NOT VALIDATE, VERIFY, OR ENDORSE ANY USER, ANY USER'S CREDENTIALS OR QUALIFICATIONS, ANY DEAL OPPORTUNITY, ANY FINANCIAL OR OTHER INFORMATION POSTED BY ANY USER, OR THE ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE PLATFORM. VERIFICATION INDICATORS DISPLAYED ON THE PLATFORM REFLECT THE INDEPENDENT PROFESSIONAL WORK OF A CPA PERFORMED UNDER APPLICABLE PROFESSIONAL STANDARDS (INCLUDING, WHERE APPLICABLE, AGREED-UPON PROCEDURES UNDER SSAE NO. 19), AND DO NOT CONSTITUTE A WARRANTY, AUDIT, OPINION, OR ASSURANCE BY SOFORMA. A CPA'S FINDINGS ARE LIMITED TO THE PROCEDURES PERFORMED AND THE INFORMATION SUBJECT TO THE PROCEDURES, AND ARE NOT A GUARANTEE OF ANY BUSINESS'S CONDITION OR PROSPECTS.

11.4 CPA Independence

CPAs and other professional advisors using the Platform exercise their own independent professional judgment and are solely responsible for their own work product. SoForma does not direct, control, supervise, or guarantee the work of any CPA or other professional. Nothing on the Platform creates an attorney-client, accountant-client, advisor-client, fiduciary, or agency relationship between SoForma and any user.

11.5 No Outcome Guarantee

SoForma does not guarantee that any Seller will find a Buyer, that any Buyer will find a suitable deal opportunity, that any Transaction will be consummated, or that any Transaction will be successful or profitable.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT WILL SOFORMA, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANY DAMAGES ARISING OUT OF OR RELATED TO ANY TRANSACTION OR PROSPECTIVE TRANSACTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF SOFORMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) SOFORMA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF (i) THE AMOUNT YOU HAVE PAID TO SOFORMA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

(c) THE LIMITATIONS IN THIS SECTION 12 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN YOU AND SOFORMA AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, SOFORMA'S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Indemnification

You agree to defend, indemnify, and hold harmless SoForma, its affiliates, and its and their officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content; (b) your use of or access to the Platform; (c) your breach of these Terms; (d) your violation of any law or third-party right; (e) any Transaction in which you participate; or (f) your interactions or disputes with any other user.

14. Term and Termination

These Terms apply while you use the Platform and continue, where stated, after termination. You may stop using the Platform and close your account at any time. SoForma may suspend or terminate your access at any time as described in Section 3. Upon termination, your right to access the Platform ends; provisions that by their nature should survive (including confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution) survive.

15. Dispute Resolution; Arbitration; Class Action Waiver

15.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

15.2 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform (each, a "Dispute") will be resolved exclusively by binding arbitration administered by JAMS under its then-current rules. The arbitration will be conducted in Wilmington, Delaware, by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND SOFORMA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice through the Platform or by email before the changes take effect, except changes required to address legal, regulatory, or security matters, which may take effect sooner. The effective date at the top indicates when the current version became effective. Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

17. Trademarks

"CPA-Verified SMB" is a trademark of SoForma, Inc. (U.S. application pending). Other names, logos, and marks on the Platform are the property of their respective owners.

18. Contact

Questions about these Terms may be sent to admin@soforma.ai.