1. ACCEPTANCE OF TERMS

Welcome to Dillion.ai ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website located at www.dillion.ai (the "Site") and our AI-powered due diligence services (the "Services").

By accessing or using our Site or Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Site or use the Services.

These Terms apply to all visitors, users, and others who access or use the Services ("you" or "Client").

2. DESCRIPTION OF SERVICES

Dillion.ai provides AI-powered mergers and acquisitions due diligence services, including but not limited to:

  • Document due diligence analysis

  • Financial due diligence analysis

  • Integrated due diligence reports and findings

Our Services combine artificial intelligence technology with expert human review by licensed attorneys and certified financial analysts.

Important Notice: The specific scope, deliverables, timeline, and pricing for Services will be set forth in a separate Service Agreement or Statement of Work executed between you and Dillion.ai. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control.

3. PROFESSIONAL SERVICES DISCLAIMER
3.1 Nature of Services

The Services provided by Dillion.ai constitute professional services opinions and analysis. Our Services are not:

  • Legal advice (except where explicitly provided by licensed attorneys in an attorney-client relationship)

  • Accounting or audit services

  • Investment advice or recommendations

  • Guarantees or warranties regarding any transaction

3.2 No Attorney-Client Relationship

Merely visiting our Site or submitting an inquiry does not create an attorney-client relationship. An attorney-client relationship is formed only when we execute a written engagement agreement with you and only for the specific matters covered in that agreement.

3.3 Reliance and Decision-Making

While we strive for accuracy in all our work, you acknowledge that:

  • Our reports are based on information provided to us and may not identify all risks or issues

  • Due diligence is an investigative process and may not uncover all material information

  • Final business and legal decisions remain your responsibility

  • You should consider consulting with your own independent advisors

3.4 Licensing and Jurisdiction

We operate under an Arizona Alternative Business Structure. Services may be limited based on jurisdictional requirements.

4. ELIGIBILITY AND ACCOUNT REGISTRATION
4.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent. By using our Services, you represent and warrant that you meet these requirements.

4.2 Account Registration

Certain areas of the Site or Services may require account registration. You agree to:

  • Provide accurate, current, and complete information

  • Maintain the security of your password and account

  • Promptly update any changes to your information

  • Accept responsibility for all activities under your account

  • Notify us immediately of any unauthorized use

4.3 Corporate Representation

If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

5. USE OF THE SITE
5.1 License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for its intended purpose.

5.2 Restrictions

You agree NOT to:

  • Use the Site or Services for any unlawful purpose

  • Attempt to gain unauthorized access to any portion of the Site or Services

  • Interfere with or disrupt the Site, Services, or servers

  • Use any automated means to access the Site without our written permission (except search engines)

  • Copy, modify, distribute, sell, or lease any part of our Services

  • Reverse engineer or attempt to extract source code from our AI models or technology

  • Remove or modify any proprietary notices

  • Impersonate any person or entity

  • Collect or harvest any personally identifiable information from the Site

  • Use the Services to provide services to third parties without our written consent

6. INTELLECTUAL PROPERTY RIGHTS
6.1 Our Intellectual Property

The Site and Services, including all content, features, functionality, software, text, graphics, logos, and trademarks are owned by Dillion.ai or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

6.2 Client Materials

You retain all rights to any documents, data, or materials you provide to us ("Client Materials"). By providing Client Materials, you grant us a limited license to use, process, analyze, and store such materials solely for the purpose of providing Services to you.

6.3 Work Product

Reports, findings, analysis, and other deliverables we create specifically for you ("Work Product") are owned by you upon full payment of all fees. However, we retain ownership of:

  • Our methodologies, processes, and frameworks

  • Our AI models, algorithms, and technology

  • Templates and forms we use in our work

  • Aggregated and anonymized data derived from engagements

6.4 Residual Knowledge

We may retain and use general knowledge, skills, experience, ideas, concepts, and know-how gained during the provision of Services, provided such use does not violate confidentiality obligations.

7. CONFIDENTIALITY
7.1 Mutual Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed by the other party in connection with the Services.

7.2 Our Obligations

We will:

  • Treat all Client Materials and transaction information as confidential

  • Limit access to information to personnel with a need to know

  • Implement reasonable security measures to protect confidential information

  • Not disclose confidential information to third parties without your consent (except as required by law or professional obligations)

7.3 Exceptions

Confidentiality obligations do not apply to information that:

  • Was publicly available at the time of disclosure

  • Becomes publicly available through no fault of the receiving party

  • Was rightfully known by the receiving party prior to disclosure

  • Is independently developed by the receiving party

  • Is required to be disclosed by law, regulation, or court order (with notice to the disclosing party where permitted)

7.4 Conflicts of Interest

We do not maintain conflict-checking procedures.

8. DATA PROTECTION AND SECURITY
8.1 Data Security

We implement industry-standard security measures to protect Client Materials and personal information, including:

  • SOC 2 Type II compliant infrastructure

  • End-to-end encryption for data in transit and at rest

  • Multi-factor authentication

  • Regular security audits and assessments

  • Access controls and monitoring

8.2 AI Processing

You acknowledge and agree that:

  • Client Materials may be processed using artificial intelligence and machine learning technologies

  • AI processing is subject to human review and validation

  • We use commercially reasonable efforts to ensure AI accuracy but cannot guarantee error-free results

  • AI models are trained on publicly available and proprietary datasets but do not store or learn from your specific Client Materials without permission

8.3 Data Location

Client data may be processed and stored on servers located in the United States and other jurisdictions where we or our service providers operate. By using our Services, you consent to this transfer and processing.

9. FEES AND PAYMENT
9.1 Service Fees

Fees for Services are set forth in the applicable Service Agreement or Statement of Work. Unless otherwise specified:

  • Fees are quoted in U.S. Dollars

  • Fees are exclusive of applicable taxes

  • Payment terms are net 30 days from invoice date

9.2 Expenses

You agree to reimburse us for reasonable out-of-pocket expenses incurred in connection with Services, as detailed in the Service Agreement.

9.3 Late Payment

Late payments may incur interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.

9.4 Disputes

If you dispute any invoice, you must notify us in writing within 15 days of the invoice date, specifying the disputed amount and reason. Undisputed amounts remain due and payable.

9.5 Suspension of Services

We reserve the right to suspend Services if payment is more than 30 days overdue, with written notice to you.

10. CLIENT RESPONSIBILITIES

You agree to:

10.1 Cooperation

  • Provide timely access to data rooms, documents, and personnel

  • Respond promptly to information requests

  • Designate authorized representatives

  • Provide accurate and complete information

10.2 Data Room Access

  • Provide secure access credentials

  • Ensure data room organization facilitates efficient review

  • Grant appropriate permission levels

10.3 Representations

You represent and warrant that:

  • You have the right to provide all Client Materials to us

  • Client Materials do not violate any third-party rights

  • Information provided is accurate and complete to your knowledge

  • You have obtained necessary consents for us to process personal data contained in Client Materials

11. TERM AND TERMINATION
11.1 Term

These Terms remain in effect as long as you access or use the Site or Services.

11.2 Termination by You

You may terminate a Service engagement as specified in the Service Agreement. Early termination may result in fees for work completed to date.

11.3 Termination by Us

We may terminate or suspend your access to the Site or Services immediately, without notice, for:

  • Violation of these Terms

  • Non-payment of fees

  • Conduct that we believe may expose us to liability

  • Requests by law enforcement or government agencies

  • Discontinuation of Services (with reasonable notice)

11.4 Effect of Termination

Upon termination:

  • Your right to access and use the Services immediately ceases

  • You remain responsible for all fees incurred prior to termination

  • We will return or destroy Client Materials as directed (subject to retention requirements)

  • Provisions that by their nature should survive termination shall survive, including confidentiality, intellectual property, limitation of liability, and dispute resolution

12. LIMITATION OF LIABILITY
12.1 Service Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DILLION.AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

  • Lost profits or business opportunities

  • Loss of data

  • Business interruption

  • Costs of procuring substitute services

  • Damages arising from your reliance on our reports or analysis

  • Damages arising from business decisions made based on our Services

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

12.2 Maximum Liability

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO DILLION.AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3 Professional Liability Insurance

We maintain professional liability insurance in the amount of $5,000,000. Claims against this policy are subject to policy terms, conditions, and exclusions.

12.4 Exceptions

These limitations do not apply to:

  • Our gross negligence or willful misconduct

  • Breach of confidentiality obligations

  • Indemnification obligations

  • Matters that cannot be limited by applicable law

13. INDEMNIFICATION
13.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Dillion.ai and our officers, directors, employees, contractors, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

  • Your violation of these Terms

  • Your violation of any rights of another party

  • Your misuse of the Services

  • Your breach of representations and warranties

  • Inaccurate or incomplete information you provide

13.2 Our Indemnification

We agree to indemnify you against claims that our Services, when used as authorized, infringe upon any third-party intellectual property rights, subject to:

  • Prompt written notice of the claim

  • Our sole control of the defense and settlement

  • Your reasonable cooperation in the defense

14. DISCLAIMERS
14.1 Service Disclaimer

THE SERVICES AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING:

  • Implied warranties of merchantability

  • Fitness for a particular purpose

  • Non-infringement

  • Accuracy, reliability, or timeliness of content

  • Uninterrupted or error-free operation

14.2 No Guarantee of Results

We do not guarantee any specific outcomes, findings, or results from our Services. Due diligence involves inherent uncertainties and limitations.

14.3 Third-Party Content

The Site may contain links to third-party websites or services. We are not responsible for the content, accuracy, or practices of third-party sites.

14.4 AI Limitations

While we use advanced AI technology combined with expert review, you acknowledge that:

  • AI systems have inherent limitations and may produce errors

  • AI analysis is supplemental to, not a replacement for, human professional judgment

  • Results should be considered as part of your overall decision-making process

15. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

  • Posting updated Terms on the Site with a new "Last Updated" date

  • Sending email notification to registered users

  • Providing notice through the Site or Services

Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.

16. DISPUTE RESOLUTION
16.1 Informal Resolution

Before filing any formal action, the parties agree to attempt to resolve disputes informally by contacting legal@dillion.ai with a detailed description of the dispute.

16.2 Arbitration Agreement

ANY DISPUTE ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED BY BINDING ARBITRATION, except for:

  • Claims for injunctive or equitable relief

  • Disputes regarding intellectual property rights

  • Small claims court actions (if eligible)

Arbitration shall be conducted under the rules of the American Arbitration Association (AAA) in New York, New York. The arbitrator's decision shall be final and binding. Each party shall bear its own costs and fees.

16.3 Class Action Waiver

YOU AGREE THAT DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY, AND MAY NOT BE BROUGHT AS A CLASS ACTION, REPRESENTATIVE ACTION, OR COLLECTIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, AND REPRESENTATIVE ACTIONS ARE NOT PERMITTED.

16.4 Time Limitation

Any claim or cause of action arising from or related to the Services must be filed within one (1) year after the claim arose, or be forever barred.

17. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

Any legal action or proceeding (other than arbitration) shall be brought exclusively in the federal or state courts located in New York County, New York, and you consent to the jurisdiction and venue of such courts.

18. GENERAL PROVISIONS
18.1 Entire Agreement

These Terms, together with any Service Agreement and Privacy Policy, constitute the entire agreement between you and Dillion.ai regarding the Services and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

18.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

18.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, or employment relationship.

18.7 Export Compliance

You agree to comply with all applicable export and import control laws and regulations in your use of the Services.

18.8 U.S. Government Users

If you are a U.S. Government entity, the Services are "Commercial Items" as defined in FAR 2.101, and rights are provided consistent with FAR 12.212 and DFARS 227.7202.

18.9 Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

18.10 Notices

Notices to Dillion.ai must be sent to:

Dillion.ai, Inc. 757 3rd Ave, New York, NY, 10017

Email: legal@dillion.ai

Notices to you may be sent to the email address or physical address you provided.

19. CONTACT INFORMATION

If you have questions about these Terms, please contact us:

Dillion.ai, Inc. 757 3rd Ave, New York, NY, 10017

Email: legal@dillion.ai

20. DISCLAIMER

Dillion.ai is not a law firm, accounting firm, or registered investment adviser, and our services do not constitute legal, tax, accounting, or investment advice, nor does it represent a recommendation to proceed with any transaction. Clients should consult their own professional advisors on legal, financial, tax, or investment matters.