Terms of Service

This agreement to provide valuation services (the “Agreement”) is entered into upon acceptance by you (“Client”) through the 409A.io checkout process, between Meld Valuation LLC, d/b/a 409A.io (“Meld,” “we,” “us,” or “our”) and the subscribing entity (“Client,” “you,” or “your”). By completing checkout and accepting these Terms of Service, you agree to be bound by the terms below.

1. Service Description

409A.io provides AI-assisted IRC Section 409A safe harbor valuations with human review for privately held companies. Reports are designed to comply with IRS safe harbor requirements and are suitable for audit review. All valuations are prepared in accordance with AICPA guidelines for the valuation of privately-held company equity securities issued as compensation.

2. Standard of Value

The standard of value employed will be “fair market value” which is defined as “the price at which property would change hands between a willing seller and a willing buyer when neither is acting under compulsion and when both have reasonable knowledge of relevant facts.” Our analysis will conform to the Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board of the Appraisal Foundation and the Principles of Appraisal Practice and Code of Ethics of the American Society of Appraisers.

3. Subscription Terms

• Monthly Fee: $99 per month, billed monthly.
• Minimum Term: 12 months from the date of your initial subscription.
• Automatic Renewal: After the initial 12-month term, your subscription renews monthly until cancelled.
• Cancellation During Initial Term: You may cancel at any time, but fees for the remainder of the initial 12-month term remain due and payable. No refunds will be issued for the unexpired portion of the initial term.
• Cancellation After Initial Term: You may cancel at any time with effect at the end of the current billing period.
• Payment: Final payment is due upon delivery of each report. All outstanding invoices must be paid before final reports are issued.

4. What's Included

• Initial 409A valuation report delivered within approximately 48 hours of receiving all required documentation.
• Updates upon request during your active subscription period, subject to receipt of updated company information.
• Direct auditor support — we respond to auditor questions regarding our methodology and conclusions.
• All reports are prepared in compliance with IRC Section 409A safe harbor requirements.

5. Scope Limitations

409A.io is designed for pre-seed through Series A companies with standard capitalization structures (common stock, preferred stock, standard option pools, SAFEs, and simple convertible notes).

Companies with complex capitalization structures (multiple convertible instruments with non-standard terms, structured equity, secondary transactions, or complex liquidation waterfalls) may require full-service engagement through MELD Valuation. We will notify you if your company falls outside the scope of the 409A.io service.

This service provides IRC Section 409A valuations only. It does not constitute legal, tax, investment, or accounting advice.

6. Accuracy of Information Provided by Client

Client will provide to Meld historical information, financial statements, projections, information on ownership and other analyses and information in written, electronic, and oral form. Meld will rely on all such information in preparing its report. Certain financial data used in Meld's valuation may be unaudited.

Meld hereby reserves the right to alter, revise, and rescind any part of its report and opinions if (i) any subsequent or additional data is found, (ii) any incomplete or incorrect data have been provided to Meld, or (iii) the conditions of the engagement are modified.

Client represents and warrants to Meld that all information provided to Meld has been and will be complete and accurate. This representation and warranty will remain operative and in full force and effect regardless of any investigation made by or on behalf of Meld. Meld shall not be obligated to conduct any independent investigation as to the accuracy or completeness of any such information.

Meld will not be responsible for any inaccuracy or liability related to its Services or Work Product if such inaccuracy and/or liability is a result of receiving incomplete or inaccurate information from Client.

7. Ownership of Work Product

The reports and other work product Meld produces specifically for Client under this Agreement (the “Work Product”) will be owned by Client, subject to any limitations detailed in this Agreement.

Meld exclusively owns all right, title and interest, including, without limitation, in and to all tangible or intangible properties (including, without limitation, concepts, ideas, designs, methodologies, techniques, software, technology, text, artwork and other information) used and employed by Meld to produce the Work Product.

8. Client Use of Report

Meld's conclusions in the report are solely for the Client's benefit and are to be used only for the purpose(s) specified in the report. The report is valid only for the date and purpose specified. Client has no right to publish any report produced by Meld under this Agreement. No part of the report shall be conveyed to the public through advertising, public relations, news, sales, or other media without Meld's prior written consent.

The various estimates of value contained within the report apply to the services under this Agreement only and are being prepared only for the purposes specified in this Agreement. The report may not be used out of the context presented in the report. The report must be used in its entirety. Reliance on only a portion of the report may lead the reader to erroneous conclusions regarding the value. No portion of the report stands alone without prior written approval from Meld.

The conclusions reached in the report are advisory only and do not constitute a recommendation for any particular action by or for Client. Client is responsible for any liability associated with its reliance on the report, and Meld does not guarantee any specific result from Client's reliance on the report.

9. Confidentiality

“Confidential Information” means all non-public information about Client and its customers, or non-public information that Client designates as being confidential. Meld shall not, at any time or in any manner or form, directly or indirectly, disclose, make available or communicate to any individual, company, agency or other entity any Confidential Information, except in pursuance of providing the services detailed in this Agreement.

Notwithstanding the foregoing, Meld may disclose Confidential Information to Meld representatives and other third-parties in order to provide the services under this Agreement, so long as such third parties are bound by confidentiality restrictions at least as restrictive as those in this Agreement. Meld may disclose Client's name in its client list.

Confidential Information shall not include information that (i) entered or subsequently enters the public domain without Meld's breach of any obligation owed to Client; (ii) became known to Meld from a source other than Client other than by the breach of an obligation of confidentiality owed to Client; or (iii) is independently developed by Meld outside of its service to Client.

10. Responding to Audit and Investigation Inquiries

If requested, Meld agrees to respond to inquiries from the SEC, independent auditors, or other third parties as it relates to any reports produced under this Agreement. Meld reserves the right to bill for time incurred at its normal billing rates for services rendered after the issuance of the initial report, such as discussion with legal counsel or auditors, or material changes to the valuation due to new or revised information (e.g., new projections, restated financial statements), unless specifically included in the subscription service.

11. Disclaimer of Warranties; Limitation of Liability

OTHER THAN AS SPECIFIED IN THIS AGREEMENT, MELD EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO THE EXTENT PERMITTED BY LAW, AND FURTHER MELD EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.

MELD'S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT DURING THE 12-MONTH PERIOD PRECEDING THE CLAIM. IN NO EVENT SHALL MELD BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MELD ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY FINANCIAL AND TAX REPORTING JUDGMENTS. MELD IS NOT AND DOES NOT CLAIM TO BE A QUALIFIED TAX EXPERT.

12. Indemnification

CLIENT AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND MELD AND ITS EMPLOYEES, AGENTS, OFFICERS, ATTORNEYS, DIRECTORS, AND SHAREHOLDERS (COLLECTIVELY, “INDEMNIFIED PERSONS”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES, DISBURSEMENTS AND COURT COSTS) TO WHICH SUCH INDEMNIFIED PERSON MAY BECOME SUBJECT IN CONNECTION WITH OR ARISING OUT OF (I) THIS AGREEMENT; (II) THE SERVICES THAT ARE THE SUBJECT OF THIS AGREEMENT; OR (III) ANY DOCUMENT OR INFORMATION SUPPLIED TO MELD BY OR ON BEHALF OF CLIENT; PROVIDED, HOWEVER, THAT CLIENT'S INDEMNIFICATION OBLIGATIONS SHALL NOT APPLY TO ANY LOSSES THAT ARE FINALLY JUDICIALLY DETERMINED TO HAVE BEEN CAUSED PRIMARILY BY AN INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

13. Independent Contractor Status

Meld is an independent contractor, not an employee of Client. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Client and Meld.

14. Modifications

We reserve the right to modify these terms with 30 days' written notice. Continued use of the service after such notice constitutes acceptance of the modified terms.

15. Miscellaneous

• Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term or provision shall be valid and enforceable to the fullest extent permitted by law.
• Assignment. Neither this Agreement nor any rights under it may be assigned by either party without the prior written consent of the other party, except in the case of a merger, reorganization, acquisition, or other change of control event.
• Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflict of law rules. The parties agree that if litigation between the parties shall arise from this Agreement, venue shall lie in the State of Arizona.
• Attorney Fees. In the event of litigation related to or arising out of this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees, costs, and expenses.
• Integration. This Agreement contains the final and exclusive agreement and understanding of the parties with respect to its subject matter, and supersedes all prior and contemporaneous agreements, whether written or oral.

16. Contact

Questions about these terms? Contact us at hello@meldvaluation.com or book a call at 409a.io.