These Terms of Use ("Terms") govern your access to and use of the Anapto MSP Valuation Tool (the "Tool") at valuation.anaptogroup.com, operated by Anapto LLC ("Anapto", "we", "us", or "our") in partnership with IT Valuations ("iTV"). By accessing or using the Tool, including by submitting information at the access gate, you agree to be bound by these Terms. If you do not agree, do not use the Tool.

Please read carefully. The output of this Tool is a directional estimate, not a certified business valuation, not an offer to buy or sell a business, and not advice. The Tool contains binding limits on Anapto's and iTV's liability and a venue / governing-law clause. By using the Tool you accept those limits.

1. Nature of the Output

The estimate produced by the Tool is a directional benchmark generated from user-supplied financial inputs and quality-driver responses, applied against published market multiples and standardized adjustments. It is not a Conclusion of Value, Calculation of Value, valuation opinion, appraisal, or fairness opinion as those terms are defined under USPAP, AICPA SSVS No. 1, or any other professional valuation standard. No qualified appraiser has reviewed your books, contracts, operations, customer base, market position, or any other facts that a true valuation would examine. The Tool relies entirely on data the user supplies, which we do not verify or audit.

2. Not an Offer or Solicitation

Nothing in the Tool, the resulting report, or any related communication from Anapto or iTV constitutes:

Multiples and ranges shown reflect aggregated industry data and general market benchmarks. They are not bids, quotes, or commitments.

3. No Advisor or Fiduciary Relationship

Use of the Tool does not create an attorney-client, accountant-client, investment-advisor, broker-dealer, M&A advisor, financial-advisor, fiduciary, or other professional or agency relationship between you and Anapto, iTV, or their respective principals, employees, or contractors. We are not acting as your representative or advisor. For an engagement that creates a professional duty of care, retain a qualified valuation firm or M&A advisor under a written engagement letter.

4. Permitted and Prohibited Uses

The Tool is intended for general benchmarking, internal planning, and educational purposes. Do not rely on the output for:

For any of these purposes, retain a qualified appraiser or licensed advisor under a written engagement.

5. Acceptable Use

You agree not to:

6. No Warranty

The Tool and its output are provided "AS IS" and "AS AVAILABLE," without warranty of any kind, express or implied, including without limitation any warranty of accuracy, completeness, timeliness, merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing or course of performance. Anapto and iTV make no representation that the output reflects any specific buyer's view, any market consensus, or any actual transaction price.

7. Limitation of Liability

To the maximum extent permitted by law, in no event shall Anapto, iTV, or their respective affiliates, officers, directors, employees, contractors, or licensors be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages — including without limitation lost profits, lost business, lost data, business interruption, diminution in value, or damages arising from reliance on the output — arising from or relating to use of, or inability to use, the Tool, even if advised of the possibility of such damages. The user assumes all risk of use. The aggregate liability of Anapto and iTV under any theory shall not exceed one hundred U.S. dollars (US$100).

8. Indemnification

You agree to indemnify and hold harmless Anapto, iTV, and their respective affiliates, officers, directors, employees, and contractors from any third-party claim, demand, proceeding, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising from or relating to (a) your use of the Tool, (b) your violation of these Terms, (c) any data you submit, or (d) any claim by a buyer, seller, lender, tax authority, court, or counterparty who relied on output you shared with them.

9. Intellectual Property

The Tool, its design, calibration data, written content, source code, and all related materials are the property of Anapto and its licensors (including iTV) and are protected by U.S. and international copyright, trademark, and other intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Tool for your own internal benchmarking and educational purposes, subject to these Terms. We reserve all rights not expressly granted.

You retain ownership of the data you submit. You grant Anapto and iTV a worldwide, royalty-free license to use, store, process, and analyze that data for the purposes described in our Privacy Policy, including production of aggregated and de-identified benchmarks.

10. Third-Party Links and Services

The Tool may link to or integrate with third-party services (for example, Supabase authentication or IT Valuations' websites). We are not responsible for the content, privacy practices, or terms of those third parties. Your use of any third-party service is subject to that party's own terms.

11. Termination

We may suspend or terminate your access to the Tool at any time, with or without cause and with or without notice. The provisions of Sections 1, 2, 6, 7, 8, 9, 12, 13, and 14 survive any termination.

12. Modifications

We may update these Terms from time to time. Each version is identified by a version string at the top of this page. If we make material changes, we will notify users by email or by a prominent notice on the access gate before the changes take effect. Your continued use of the Tool after any update constitutes acceptance of the updated Terms.

13. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Exclusive venue for any dispute arising out of or relating to these Terms or the Tool shall be the state or federal courts located in Austin County, Texas, and you irrevocably consent to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14. Miscellaneous

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Anapto with respect to the Tool. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms; we may assign them at any time. There are no third-party beneficiaries except that iTV is an intended third-party beneficiary of Sections 2, 3, 6, 7, 8, and 9.

15. Contact

Questions about these Terms should be sent to valuation@anaptogroup.com.