Terms of Service

Agreement to these Terms

These Terms of Service (the “Terms”) are a binding agreement between you and ValueMate, Inc. (“ValueMate,” “we,” “us,” or “our”). They govern your access to and use of valuemate.ai, our applications, software, systems, features, models, agents, APIs and endpoints, documentation, content, and related services (collectively, the “Services”).

By creating an account, clicking to accept these Terms, or accessing or using the Services, you represent that you have read, understood, and agree to be bound by these Terms. If you use the Services for an organization, you represent that you have authority to bind that organization, and “you” includes that organization. If you do not agree, do not access or use the Services.

Eligibility and accounts

You must be at least 18 years old and legally capable of entering a binding contract. You must provide accurate, current information and keep it updated. You are responsible for all activity conducted through your account, credentials, devices, integrations, employees, contractors, and agents, whether or not you authorized the particular activity.

Credentials are personal to the authorized user and may not be shared, sold, transferred, sublicensed, or made available to any other person or automated system. You must use reasonable security measures and notify us immediately at support@valuemate.ai of suspected unauthorized access. You are responsible for ensuring that every person or system acting through your account complies with these Terms.

Limited license

Subject to these Terms and payment of all applicable fees, ValueMate grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services solely for your internal, lawful appraisal workflow. No rights are granted by implication, estoppel, or otherwise. ValueMate and its licensors reserve all rights not expressly granted.

Strict prohibition on reverse engineering and competitive use

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU MUST NOT, AND MUST NOT ATTEMPT TO, DIRECTLY OR INDIRECTLY, ALLOW, ENABLE, INSTRUCT, ASSIST, ENCOURAGE, OR CAUSE ANY PERSON, BOT, AGENT, MODEL, SCRIPT, DEVICE, OR OTHER SYSTEM TO:

• reverse engineer, decompile, disassemble, decode, translate, derive, reconstruct, discover, or otherwise attempt to learn any source code, object code, architecture, algorithm, model, model weight, prompt, system instruction, rule, workflow, data structure, schema, protocol, interface, method, technique, process, trade secret, or other nonpublic aspect of the Services;
• probe, trace, benchmark, inspect, analyze, test, or study the Services for the purpose of replicating their functionality, identifying their components or operation, extracting nonpublic information, or building, training, tuning, validating, improving, or operating a competing or substitute product, service, model, dataset, or feature;
• use outputs, responses, metadata, error messages, network traffic, screenshots, recordings, or other results from the Services to infer or reproduce how the Services work or to create or improve any competing or substitute system;
• circumvent, disable, bypass, defeat, interfere with, or evade any access control, authentication measure, usage limit, rate limit, security control, technical restriction, paywall, metering mechanism, monitoring system, or protective measure;
• modify, adapt, translate, emulate, frame, mirror, copy, reproduce, distribute, sell, lease, sublicense, publicly display, create derivative works from, or otherwise exploit any portion of the Services except as expressly authorized in writing by ValueMate; or
• conceal the origin, ownership, control, or purpose of any account, request, traffic, agent, or automated activity, including by rotating accounts, credentials, devices, IP addresses, proxies, or identities.

These restrictions apply regardless of the method used and regardless of whether an activity is performed manually, automatically, or through an artificial-intelligence or software agent. If applicable law expressly grants you a non-waivable right to engage in an otherwise prohibited activity, the prohibition applies to the fullest extent enforceable, and you must give us advance written notice with reasonably detailed grounds and limit the activity to the minimum legally required scope unless the law prohibits that notice.

Automated access, agents, and API usage

You may not access or use the Services through any bot, crawler, scraper, headless browser, script, autonomous or semi-autonomous agent, model, orchestration tool, or other automated means unless ValueMate has expressly authorized that specific access in writing or in documentation we provide to you. An available endpoint, credential, user interface, or technical ability to send a request does not constitute permission.

Without limiting the foregoing, you must not:

• generate or send excessive, abusive, duplicative, deceptive, or disproportionately burdensome requests, including tens of thousands of calls or any volume inconsistent with ordinary authorized use;
• exceed or evade any documented or communicated quota, concurrency limit, rate limit, usage limit, or plan restriction;
• use multiple accounts, organizations, credentials, agents, or third parties to aggregate usage or avoid a restriction, suspension, fee, or enforcement action;
• scrape, harvest, index, download in bulk, or systematically extract any data, output, content, or functionality from the Services; or
• impose an unreasonable or disproportionately large load on the Services or disrupt their integrity, availability, performance, or operation.

You are fully responsible for the design, instructions, permissions, supervision, acts, omissions, requests, and costs of every agent or automated system you deploy. You must implement safeguards that prevent runaway loops, uncontrolled retries, excessive concurrency, credential disclosure, and use outside the scope we authorize. We may impose or change technical limits at any time, and you must comply immediately.

Other prohibited conduct

You must not use the Services to:

• violate any law, regulation, court order, or third-party right;
• gain or attempt to gain unauthorized access to the Services, another account, or any related network, system, or data;
• introduce malware or harmful code, conduct security or penetration testing without our prior written permission, or exploit or disclose a vulnerability except through a program we expressly authorize;
• impersonate another person, misrepresent affiliation, submit fraudulent information, or use the Services for fraud or deception;
• infringe, misappropriate, or violate intellectual-property, privacy, publicity, confidentiality, contractual, or other rights; or
• resell, timeshare, provide service-bureau access to, or commercially exploit the Services for the benefit of a third party unless we agree in a signed writing.

Professional responsibility and AI-assisted features

The Services assist licensed professionals but do not provide an appraisal, legal advice, or a final opinion of value. You remain solely responsible for reviewing and verifying all data, sources, calculations, analyses, and outputs; exercising independent professional judgment; complying with USPAP, UAD, applicable law, and assignment conditions; maintaining required licenses and records; and approving, signing, and delivering any report. You must not represent that ValueMate made or certified a value conclusion.

Your content and data

You retain ownership of content you submit to the Services (“Customer Content”). You grant ValueMate and its service providers a worldwide, non-exclusive license to host, copy, transmit, display, modify, and process Customer Content as necessary to provide, secure, support, and improve the Services and to comply with law. You represent that you have all rights and permissions needed for Customer Content and our processing of it.

You must not submit information you are prohibited from providing. Our handling of personal information is described in our Privacy Policy.

ValueMate property and feedback

The Services, including their software, design, interfaces, models, methods, workflows, documentation, compilations, and all related intellectual-property rights, are owned by ValueMate or its licensors and are protected by law. Except for the limited license above, these Terms do not transfer any right, title, or interest in the Services.

If you provide feedback or suggestions, you grant ValueMate a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable right to use and exploit them without restriction or obligation to you.

Nonpublic information and confidentiality

Any nonpublic information about the Services that you obtain through your access or use, including nonpublic features, functionality, performance, designs, technical information, security information, and methods, is ValueMate confidential information. You may use it only as necessary for your expressly authorized use of the Services; must protect it using at least reasonable care; and must not disclose it to any third party without our prior written consent. You must promptly notify us of unauthorized use or disclosure. These obligations do not reduce any protection available for information that qualifies as a trade secret, and trade-secret obligations continue for as long as the information remains a trade secret under applicable law.

Fees and taxes

You must pay all fees and applicable taxes associated with your account and usage. Unless required by law or expressly stated otherwise, fees are non-refundable. We may charge for usage caused by your users, credentials, integrations, or agents, including usage that violates these Terms, without limiting our other rights or remedies.

Monitoring, investigation, suspension, and enforcement

To protect the Services and enforce these Terms, we may log and analyze account activity, requests, traffic patterns, device and network information, and usage; apply automated or manual abuse detection; audit compliance; preserve relevant records; and investigate suspected violations, in each case subject to applicable law and our Privacy Policy. You agree to reasonably cooperate with an investigation.

We may immediately throttle, restrict, suspend, or terminate access; revoke credentials; block accounts, devices, networks, agents, or traffic; remove content; preserve evidence; and notify affected parties or law enforcement if we reasonably believe activity violates these Terms, threatens the Services or others, creates legal exposure, or is fraudulent or abusive. We are not required to provide advance notice, and these measures do not limit any other remedy.

Remedies for prohibited access or misuse

UNAUTHORIZED AUTOMATION, REVERSE ENGINEERING, CIRCUMVENTION, AND COMPETITIVE USE ARE MATERIAL BREACHES OF THESE TERMS. THEY MAY ALSO VIOLATE INTELLECTUAL-PROPERTY, TRADE-SECRET, COMPUTER-MISUSE, UNFAIR COMPETITION, AND OTHER LAWS.

To the fullest extent permitted by law, ValueMate may pursue any and all available contractual, legal, and equitable remedies, cumulatively and without limitation, including suspension or termination, recovery of unpaid fees and investigation and remediation costs, actual and statutory damages, restitution, disgorgement of profits, reasonable royalties, prejudgment and post-judgment interest, injunctive relief, specific performance, and reasonable attorneys’ fees and costs where recoverable.

You acknowledge that prohibited reverse engineering, circumvention, extraction, or misuse of nonpublic aspects of the Services may cause immediate and irreparable harm for which monetary damages alone would be inadequate. Accordingly, to the fullest extent permitted by law, ValueMate may seek temporary, preliminary, and permanent injunctive or other equitable relief without waiving any other remedy and without proof of actual damages or posting of bond except to the extent a bond is required by law. No failure or delay in enforcement is a waiver.

Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless ValueMate, its affiliates, and their officers, directors, employees, contractors, and agents from and against claims, investigations, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your Customer Content, your use or misuse of the Services, your users or agents, your violation of these Terms or law, or your infringement or misappropriation of any right. We may control the defense and settlement of any covered matter, and you will cooperate fully.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VALUEMATE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. OUTPUTS MAY BE INCOMPLETE OR INCORRECT, AND YOU MUST INDEPENDENTLY VERIFY THEM.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALUEMATE AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID VALUEMATE FOR THE SERVICES DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These limitations do not limit your payment, indemnification, or other obligations, or your liability for infringement, misappropriation, unauthorized access, reverse engineering, circumvention, fraud, willful misconduct, or violation of the prohibited-use provisions. Some jurisdictions do not allow certain exclusions, so some limitations may not apply to you.

Termination and survival

You may stop using the Services at any time. We may suspend or terminate the Services or these Terms at any time, including immediately for a suspected or actual violation. Upon termination, your right to use the Services ends immediately. Provisions that by their nature should survive will survive, including restrictions, ownership, fees, remedies, indemnification, disclaimers, liability limitations, dispute terms, and general terms.

Governing law and venue

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. Except where applicable law requires otherwise, any dispute arising from or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in New York County, New York, and each party irrevocably consents to their personal jurisdiction and venue. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, data, systems, or the security and integrity of the Services.

Changes to the Services or Terms

We may modify the Services and these Terms. If a change is material, we will provide notice as required by law. Changes take effect on the stated date. Your continued use after that date constitutes acceptance where permitted by law. If you do not agree to revised Terms, you must stop using the Services. We may require renewed affirmative acceptance.

General terms

These Terms, the Privacy Policy, and any applicable order form or written service-specific terms are the entire agreement regarding the Services. If a provision is unenforceable, it will be enforced to the maximum permissible extent and the remainder will remain effective. You may not assign or transfer these Terms without our prior written consent; we may assign them in connection with a reorganization, financing, merger, sale, or transfer of the Services or our business. No third party is a beneficiary. Headings are for convenience only. The words “including” and “include” mean “including without limitation.”

Contact us

Questions or legal notices regarding these Terms may be sent to support@valuemate.ai or ValueMate, Inc., 360 E 57th St, 8A/B, New York, NY 10022.