Terms of Service

In these Terms:

• Account means a FAIR user account.
• Customer means the organisation or individual that creates an Account or purchases a Subscription.
• Customer Data means information, materials, documents, company briefings, inputs, and personal data submitted to FAIR by or for Customer.
• DPA means the FAIR Data Processing Agreement, where applicable.
• FAIR or Service means X23's acquisition-intelligence software platform, including its dashboards, signals, rankings, reports, digests, APIs, and related features.
• Output means information, rankings, scores, signals, analyses, reports, rationales, and other materials generated or made available through FAIR.
• Paid Plan means a subscription plan for which fees are payable.
• Subscription means Customer's right to access a Paid Plan during a defined billing period.
• User means a person authorised by Customer to access or use FAIR.

FAIR is intended for business and professional use only. By accepting these Terms, you confirm that:

• You are acting in the course of a trade, business, craft, or profession and are not using FAIR as a consumer.
• You are legally able to enter into a binding agreement.
• If you use FAIR on behalf of an organisation, you are authorised to bind that organisation to these Terms.
• You will ensure that all Users under your Account comply with these Terms.
• You are at least 18 years old.

Where mandatory law nevertheless gives a User consumer rights, nothing in these Terms excludes or limits those rights.

FAIR is an acquisition-intelligence tool. It monitors public M&A activity and related market signals and may provide potential-acquirer profiles, scores, rankings, rationales, alerts, digests, and timing indicators relevant to Customer's business.

FAIR is software. It is not an M&A advisory service, investment service, brokerage service, valuation service, legal service, accountancy service, financial service, fiduciary service, or professional advisory engagement.

X23 does not act as Customer's investment adviser, M&A adviser, broker, agent, fiduciary, legal counsel, or representative.

FAIR provides information and analytical tools only. Nothing in FAIR, including any Output, score, ranking, rationale, signal, report, digest, suggested buyer, company profile, timing indicator, or other feature:

• Is investment, legal, tax, financial, accounting, or M&A advice.
• Is a valuation or fairness opinion.
• Is an offer, solicitation, recommendation, endorsement, or invitation to sell, buy, negotiate, finance, or enter into a transaction.
• Represents that any person or organisation is interested in, suitable for, capable of, or legally permitted to acquire Customer or enter into a transaction.
• Should be relied upon as the sole basis for any commercial, financial, strategic, or transaction decision.

FAIR may use automated systems and artificial intelligence to generate or organise Outputs. Outputs can be inaccurate, incomplete, unavailable, misleading, out of date, or inappropriate for Customer's circumstances.

Customer must independently verify information before acting on it and should obtain advice from appropriately qualified legal, financial, tax, investment, accounting, and M&A professionals before pursuing, abandoning, or entering into any transaction.

Customer is responsible for all activity conducted through its Account and by its Users. Customer must:

• Provide accurate, complete, and current Account and billing information.
• Keep credentials secure and confidential.
• Promptly notify us of suspected unauthorised access or security incidents involving an Account.
• Ensure that each User accesses FAIR through their own authorised credentials.
• Not share login credentials, circumvent seat limits, or permit unauthorised persons to access FAIR.

Unless otherwise agreed in writing, an Account may be used only by Customer and its authorised personnel. Customer may invite Users where the relevant plan supports multi-user access.

We may suspend or restrict an Account where reasonably necessary to protect FAIR, our systems, other users, Customer, or third parties.

Free plan. If FAIR offers a free plan, no payment card is required unless stated otherwise. We may change, restrict, suspend, or discontinue a free plan at any time, subject to applicable law.

Paid Plans. Paid Plans are billed monthly or annually in advance through our payment provider, currently Stripe, unless otherwise stated at checkout or in an applicable order form. Customer authorises us and our payment provider to charge the applicable subscription fees, taxes, and other agreed amounts using Customer's selected payment method.

Taxes. Fees are exclusive of VAT, sales taxes, use taxes, withholding taxes, and similar taxes unless expressly stated otherwise. Customer is responsible for all applicable taxes, except taxes based on X23's net income.

Renewal. Unless Customer cancels before the end of the then-current billing period, Paid Plans renew automatically for a further period of the same duration.

Cancellation. Customer may cancel a Paid Plan at any time through the billing portal. Cancellation takes effect at the end of the current paid billing period, and Customer will retain access until then. Fees already paid are non-refundable except where required by applicable law or expressly agreed by X23 in writing. We do not provide partial-period refunds.

Price changes. We may change Paid Plan fees by giving at least 30 days' prior notice by email or through FAIR. A price change will apply from Customer's next renewal date. Any specific early-adopter pricing commitment expressly made by X23 will be honoured according to its stated terms.

Failed payments. If payment fails, we may retry the payment method, request updated payment details, suspend paid features, downgrade Customer to a free plan where available, or terminate the Subscription after reasonable notice.

Customer and Users must not, and must not permit any third party to:

• Use FAIR unlawfully or in violation of applicable laws, regulations, contractual duties, confidentiality obligations, or third-party rights.
• Use FAIR in a manner that violates securities, market-abuse, competition, insider-trading, data-protection, anti-bribery, sanctions, or export-control laws.
• Scrape, crawl, harvest, extract, copy, mirror, download, index, republish, or systematically collect FAIR or its Outputs except through functionality expressly provided by X23.
• Resell, sublicense, distribute, publish, commercialise, or make FAIR or Outputs available to third parties, except for Customer's permitted internal use and confidential sharing with its professional advisers.
• Use FAIR, its Outputs, or extracted information to create, train, improve, benchmark, or operate a competing database, product, service, model, or intelligence platform.
• Reverse engineer, decompile, disassemble, attempt to derive source code from, or otherwise interfere with FAIR, except to the limited extent that applicable law expressly permits such activity and cannot be contractually excluded.
• Probe, scan, test, bypass, or interfere with FAIR's security, authentication, rate limits, access controls, infrastructure, or other technical measures.
• Introduce malware, harmful code, or disruptive material.
• Share Accounts or credentials outside authorised Users.
• Use FAIR to misrepresent X23, FAIR, or any Output as professional advice, a buyer mandate, an indication of transaction interest, or an endorsement by a potential acquirer.

We may investigate suspected misuse and suspend or terminate access where reasonably necessary.

Customer retains all rights, title, and interest in Customer Data. Customer grants X23 a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display, and use Customer Data solely to:

• Provide, maintain, secure, and support FAIR for Customer.
• Generate Outputs requested by Customer.
• Prevent fraud, abuse, security incidents, and unlawful activity.
• Comply with applicable law.
• Create aggregated or anonymised information that does not reasonably identify Customer, any User, or Customer's business, for the purpose of maintaining, securing, analysing, and improving FAIR.

Customer represents and warrants that it has all rights, permissions, lawful bases, notices, and consents necessary to provide Customer Data to X23 and to permit the processing described in these Terms, the Privacy Policy, and any applicable DPA.

Customer must not submit Customer Data that is unlawful, infringing, defamatory, malicious, or subject to restrictions that prevent X23 from providing FAIR.

Each party may receive Confidential Information from the other party.

Confidential Information means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential by its nature or context. Customer Data, Customer's potential sale plans, exit intentions, company briefing, and non-public transaction-related information are Customer Confidential Information.

The receiving party must:

• Use Confidential Information only to perform or receive FAIR.
• Protect it using at least reasonable care.
• Not disclose it to third parties except to personnel, professional advisers, subprocessors, or contractors who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate:

• Is or becomes public without breach of these Terms.
• Was lawfully known before disclosure.
• Is independently developed without use of the other party's Confidential Information.
• Is lawfully received from a third party without a confidentiality duty.

A party may disclose Confidential Information where required by law, regulation, court order, or governmental authority, provided it gives advance notice where legally permitted and reasonably practicable.

These confidentiality obligations continue during the Subscription and for five years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

Our processing of personal data as controller is described in the Privacy Policy. Our use of cookies, browser local storage, and similar technologies is described in our Cookie Statement.

Where X23 processes personal data on Customer's behalf as a processor, the DPA applies. The DPA prevails over these Terms in the event of conflict concerning the processing of personal data.

Customer is responsible for determining whether its use of FAIR involves personal data and for ensuring that it has a lawful basis to submit such data.

We will not use Customer Data, including Customer's company briefing or non-public sale intentions, for an M&A advisory engagement or disclose it to an M&A advisory client.

We will not sell Customer Data.

We will not use identifiable Customer Data to train general-purpose AI models unless Customer has expressly agreed in writing.

This section does not prevent us from using aggregated or anonymised information that does not reasonably identify Customer, any User, or Customer's business to maintain, secure, analyse, and improve FAIR.

X23 and its licensors retain all rights, title, and interest in and to FAIR, including its software, interfaces, design, documentation, branding, databases, algorithms, methodologies, analytical frameworks, proprietary models, and all related intellectual-property rights.

Subject to Customer's compliance with these Terms and payment of applicable fees, X23 grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription to access and use FAIR and Outputs for Customer's internal business purposes.

Customer may share relevant Outputs confidentially with its employees, directors, investors, lawyers, accountants, tax advisers, financial advisers, and M&A advisers, provided that they use the Outputs only for Customer's legitimate internal and transaction-related purposes and do not compete with, scrape, reproduce, resell, or make FAIR available to others.

Outputs may include public information, third-party information, and information subject to third-party rights. X23 does not grant Customer rights in third-party materials beyond the limited right to use Outputs as permitted by these Terms.

Feedback that Customer voluntarily provides about FAIR may be used by X23 without restriction or compensation, provided we do not disclose Customer Confidential Information in doing so.

FAIR may collect, organise, analyse, or refer to information from public, licensed, customer-provided, or third-party sources. We do not guarantee that such information is accurate, complete, current, available, lawful to reuse without restriction, or suitable for Customer's purpose.

The availability of a company, person, deal, signal, or data point in FAIR does not mean that the relevant entity is interested in a transaction, has been contacted, has authorised inclusion, or is commercially or legally suitable for Customer.

Customer remains responsible for its use of Outputs and for complying with all applicable confidentiality, intellectual-property, database-right, competition, securities, market-abuse, privacy, and other legal obligations.

We may modify, update, add, remove, or discontinue features, data sources, Outputs, integrations, or functionality from time to time.

We will use reasonable efforts to avoid materially reducing the core functionality of a Paid Plan during a prepaid term, except where changes are necessary for security, legal compliance, technical reasons, third-party source availability, prevention of abuse, or product improvement.

FAIR may be unavailable from time to time due to maintenance, updates, outages, third-party failures, network issues, or circumstances beyond our reasonable control.

Suspension. We may suspend or restrict Customer's or a User's access immediately where reasonably necessary due to:

• A security incident or suspected compromise.
• Fraud or suspected unlawful activity.
• A material breach of these Terms.
• Non-payment of fees.
• Risk of harm to FAIR, X23, Customer, other users, or third parties.
• A legal, regulatory, or governmental requirement.

Where practicable, we will notify Customer of suspension and give Customer a reasonable opportunity to remedy a remediable breach.

Customer termination. Customer may terminate a Subscription by cancelling it through the billing portal. Customer may delete its Account through the relevant FAIR account settings.

X23 termination. We may terminate these Terms or Customer's access if Customer materially breaches these Terms and does not cure the breach within 14 days after notice, where the breach is capable of cure. We may terminate immediately for serious or repeated misuse, fraud, unlawful activity, security threats, or infringement of our or a third party's rights.

Effect of termination. On termination:

• Customer's right to access FAIR ends.
• Fees already paid remain non-refundable except where required by law.
• Customer must stop using FAIR and Outputs except to the extent reasonably necessary for internal record-keeping and compliance.
• We may delete Customer Data in accordance with the Privacy Policy and DPA.
• Where technically feasible and requested before termination or within 30 days after it, Customer may export Customer Data through available functionality, subject to security, legal, and technical limitations.

Sections intended by their nature to survive termination will survive, including Sections 4, 7, 9, 10, 11, 12, 13, 16, 17, and 18.

FAIR is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, X23 disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, availability, security, and uninterrupted operation.

Without limiting the above, we do not warrant that:

• FAIR or any Output will be accurate, complete, current, or error-free.
• FAIR will identify all relevant acquirers, market signals, transactions, or opportunities.
• Any score, ranking, rationale, or signal will predict or result in a transaction, valuation, buyer interest, financing outcome, or commercial result.
• FAIR will be uninterrupted, secure, or free from defects, malware, or vulnerabilities.
• Any third-party source, integration, or information will remain available.

Nothing in these Terms excludes warranties that cannot lawfully be excluded.

To the maximum extent permitted by law, X23 and its affiliates, licensors, directors, officers, employees, contractors, and suppliers will not be liable for:

• Indirect, incidental, special, exemplary, punitive, or consequential losses.
• Loss of profits, revenue, business, goodwill, anticipated savings, opportunity, data, use, reputation, or business interruption.
• Losses arising from decisions, negotiations, transactions, or opportunities pursued, delayed, abandoned, or not pursued in reliance on FAIR or any Output.
• Losses arising from third-party data, public information, or Customer Data.
• Losses caused by unauthorised access arising from Customer's failure to protect credentials or systems.

To the maximum extent permitted by law, X23's total aggregate liability arising out of or relating to FAIR, these Terms, or any related claim — whether in contract, tort, negligence, misrepresentation, restitution, statutory duty, or otherwise — will not exceed:

• For a Paid Plan, the total fees paid by Customer to X23 for FAIR in the 12 months immediately preceding the event giving rise to the claim; or
• For a free plan, USD 49.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, intentional misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

Customer will indemnify, defend, and hold harmless X23 and its affiliates, officers, directors, employees, contractors, and licensors from third-party claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising from:

• Customer Data.
• Customer's or a User's breach of these Terms.
• Customer's or a User's unlawful use of FAIR or Outputs.
• Customer's or a User's violation of confidentiality, privacy, intellectual-property, securities, market-abuse, competition, or other applicable laws or rights.

X23 will promptly notify Customer of an indemnified claim, provide reasonable cooperation at Customer's expense, and allow Customer to control the defence and settlement, provided that Customer may not settle a claim in a manner that admits liability by or imposes obligations on X23 without X23's prior written consent.

We may update these Terms from time to time.

For material changes, we will provide at least 14 days' advance notice by email, through FAIR, or both. The notice will state the effective date of the updated Terms.

If Customer does not agree to a material change, Customer may cancel its Subscription before the change takes effect. Continued use of FAIR after the effective date constitutes acceptance of the updated Terms.

Changes required by law, security, prevention of abuse, or urgent technical necessity may take effect sooner where reasonably necessary. We will provide notice as soon as practicable.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of Estonia, excluding its conflict-of-law rules.

The courts of Estonia have exclusive jurisdiction over disputes arising out of or relating to these Terms, FAIR, or the Service.

Nothing in these Terms affects mandatory rights or protections that cannot be excluded under applicable law, including any mandatory consumer protections that apply despite the intended business-only nature of FAIR.

We may give notices to Customer through FAIR, the email address associated with Customer's Account, or any other contact details Customer has provided. Customer must keep its contact information current.

Legal notices to X23 must be sent to the registered address stated at the beginning of these Terms, with a copy by email to the contact address published on the FAIR website.

Customer may not assign, transfer, or delegate these Terms, an Account, or a Subscription without our prior written consent.

X23 may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganisation, financing, sale of assets, or transfer of the FAIR business, provided that the successor assumes X23's obligations under these Terms.

These Terms, together with the Privacy Policy, Cookie Statement, DPA, any applicable order form, and any expressly agreed plan terms, form the entire agreement between Customer and X23 regarding FAIR.

In the event of conflict:

• An applicable order form prevails for the matters it expressly addresses.
• The DPA prevails for personal-data processing matters.
• These Terms prevail over the Privacy Policy, Cookie Statement, website content, marketing materials, and other non-binding communications, except that the Privacy Policy governs X23's controller-side privacy disclosures.

If any provision is held invalid or unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver of that provision.

Customer and X23 are independent contractors. These Terms do not create a partnership, employment relationship, agency, joint venture, fiduciary relationship, or franchise.

The English version of these Terms controls if they are translated into another language.