Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Oliva Real Estate Technology LLC, a Delaware limited liability company, doing business as ValueMarkers ("ValueMarkers," "Company," "we," "us," or "our"). By creating an account, accessing, or using any part of the ValueMarkers website, applications, or services (collectively, the "Service"), you agree to be bound by these Terms in their entirety.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICE. Your use of the Service constitutes your acceptance of these Terms.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 11. PLEASE READ SECTION 11 CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

2. Eligibility

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Service on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

3. Account Registration and Security

To access certain features of the Service, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the confidentiality of your login credentials and restrict access to your account
• Accept responsibility for all activities that occur under your account
• Notify us immediately at support [at] valuemarkers.com if you suspect unauthorized use of your account

You may not create more than one account per individual. Creating duplicate or fraudulent accounts may result in immediate termination. ValueMarkers is not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

4. Subscription Plans, Billing, and Refunds

4.1 Plans and Pricing

ValueMarkers offers subscription tiers including Explorer (free), Analyst, and Professional for individual users, and Team plans for business users. Current pricing is displayed on our pricing page. Prices are stated in United States dollars (USD) and do not include applicable taxes, which are your responsibility.

4.2 Billing

• Paid subscriptions are billed in advance on a monthly or annual basis, depending on the plan selected
• All payments are processed securely through Stripe, Inc. By subscribing, you authorize Stripe to charge your designated payment method
• Your subscription renews automatically at the end of each billing cycle unless canceled before the renewal date
• Failed payment attempts may result in service interruption. We will attempt to notify you of payment failures via email

4.3 Free Trials

We may offer free trial periods for paid tiers. Unless you cancel before the trial ends, your subscription will automatically convert to a paid plan and you will be charged the applicable subscription fee.

4.4 Cancellation

• You may cancel your subscription at any time through your account settings or by contacting support
• Cancellation is effective at the end of the current billing period. You retain access to paid features until that date
• Upon cancellation, your account reverts to the free Explorer tier
• No partial refunds are issued for unused time within a billing period, except as provided in Section 4.5

4.5 30-Day Money-Back Guarantee

New subscribers to a paid plan are eligible for a full refund within 30 days of their initial subscription payment. To request a refund under this guarantee, contact support [at] valuemarkers.com within 30 days of your first payment. This guarantee applies to the initial subscription only and does not apply to renewals or plan upgrades.

4.6 Price Changes

We reserve the right to change subscription prices. We will provide at least 30 days' notice of any price increase via email to your registered address. Price changes take effect at your next billing cycle after the notice period. Continued use of the Service after a price change constitutes acceptance of the new pricing.

5. Acceptable Use Policy

You agree that you will not, directly or indirectly:

• Share your account credentials with, or allow access by, any third party
• Use automated scripts, bots, crawlers, spiders, or any other automated means to access, scrape, or extract data from the Service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying methodologies of the Service
• Resell, redistribute, sublicense, or provide commercial access to ValueMarkers data, features, scores, or analysis outputs to any third party
• Reproduce, modify, or create derivative works of our scoring systems, indicator definitions, or proprietary content
• Use the Service for any purpose that violates applicable local, state, national, or international law or regulation
• Circumvent, disable, or otherwise interfere with subscription tier restrictions, rate limits, or security features
• Submit false, misleading, plagiarized, or intentionally manipulative content to the Community features
• Engage in or facilitate market manipulation, pump-and-dump schemes, insider trading, or coordinated trading activity
• Overload, disrupt, or impair the Service by sending excessive API requests, denial-of-service attacks, or malicious payloads
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Upload viruses, malware, or other harmful code

Violations of this Acceptable Use Policy may result in immediate suspension or termination of your account without prior notice and without refund. We reserve the right to report suspected illegal activity to law enforcement.

6. Financial Data and Information

Financial data displayed on ValueMarkers is sourced from third-party data providers, including Financial Modeling Prep (FMP). While we take reasonable steps to present accurate data, we make no representations or warranties regarding the accuracy, completeness, reliability, or timeliness of any financial data, stock scores, calculations, or analysis provided through the Service.

VALUEMARKERS IS A FINANCIAL RESEARCH TOOL. THE SERVICE DOES NOT PROVIDE INVESTMENT ADVICE, TAX ADVICE, LEGAL ADVICE, OR ANY OTHER FORM OF PROFESSIONAL FINANCIAL GUIDANCE. No content on the Service should be construed as a recommendation to buy, sell, or hold any security. For our complete investment disclaimer, please read our Investment Disclaimer.

You acknowledge that all investment decisions are made solely at your own risk and that you are responsible for independently verifying any information obtained through the Service before relying on it.

7. Intellectual Property Rights

Our Property: The Service, including all software, algorithms, scoring methodologies (VM Score, Quality Triple Check), indicator calculations, user interface designs, text, graphics, logos, and proprietary content, is owned by Oliva Real Estate Technology LLC d/b/a ValueMarkers and is protected by United States and international intellectual property laws. All rights not expressly granted in these Terms are reserved.

Limited License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal, non-commercial investment research purposes (or authorized business use under a Team plan).

Your Content: Investment theses, comments, and other content you submit to the Service ("User Content") remain your intellectual property. By posting User Content, you grant ValueMarkers a worldwide, non-exclusive, royalty-free, sublicensable license to use, display, reproduce, and distribute your User Content on and through the Service. You may delete your User Content at any time, which terminates this license prospectively.

Feedback: If you provide suggestions, ideas, or feedback about the Service, you grant us an unrestricted, perpetual, irrevocable license to use such feedback for any purpose without compensation or attribution.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VALUEMARKERS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, VALUEMARKERS DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) FINANCIAL DATA, STOCK SCORES, VALUATIONS, OR ANALYSIS RESULTS ARE ACCURATE, COMPLETE, RELIABLE, OR CURRENT; (C) ANY INFORMATION PROVIDED THROUGH THE SERVICE CONSTITUTES INVESTMENT, FINANCIAL, TAX, OR LEGAL ADVICE; (D) DEFECTS IN THE SERVICE WILL BE CORRECTED; OR (E) THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT USE OF THE SERVICE AND ANY RELIANCE ON ITS CONTENT FOR INVESTMENT DECISIONS IS ENTIRELY AT YOUR OWN RISK. FINANCIAL DATA IS SOURCED FROM THIRD-PARTY PROVIDERS AND MAY CONTAIN ERRORS. NO INFORMATION ON THE SERVICE SHOULD BE RELIED UPON WITHOUT INDEPENDENT VERIFICATION.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALUEMARKERS, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, INVESTMENT LOSSES, TRADING LOSSES, DIMINUTION IN VALUE OF SECURITIES, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER VALUEMARKERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF VALUEMARKERS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO VALUEMARKERS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF VALUEMARKERS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Indemnification

You agree to indemnify, defend, and hold harmless Oliva Real Estate Technology LLC d/b/a ValueMarkers, its members, managers, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your User Content; (e) any investment decisions you make based on information obtained through the Service; or (f) your infringement of any intellectual property or other rights of any third party.

11. Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND YOUR RIGHT TO A JURY TRIAL.

11.1 Agreement to Arbitrate

You and ValueMarkers agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or any aspect of the relationship between you and ValueMarkers (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, rather than in court before a judge or jury. This includes disputes arising from or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision.

11.2 Exceptions to Arbitration

Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court for disputes within the court's jurisdictional limits; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

11.3 Class Action Waiver

YOU AND VALUEMARKERS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, MULTI-PARTY, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If a court or arbitrator determines that this class action waiver is unenforceable as to a particular claim or request for relief, then the parties agree that such claim or request for relief shall proceed in a court of competent jurisdiction and shall be severed from any remaining claims.

11.4 Arbitration Procedures

• The arbitration shall be conducted in English
• The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules
• The seat of arbitration shall be Wilmington, Delaware, unless the parties agree otherwise or you are a consumer and applicable law entitles you to a hearing in your county of residence
• For claims of US $25,000 or less, arbitration shall be conducted on the basis of documents submitted to the arbitrator, unless either party requests an in-person or telephonic hearing
• The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction
• Each party shall bear its own arbitration costs, except that ValueMarkers will pay the AAA filing and administration fees if they exceed what you would have paid to file in court

11.5 30-Day Right to Opt Out

You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to legal [at] valuemarkers.com within 30 days of first creating your account. Your notice must include your name, account email address, and a clear statement that you wish to opt out of the arbitration provision. If you timely opt out, neither you nor ValueMarkers will be required to arbitrate Disputes, and Disputes will be resolved as provided in Section 12. If you do not opt out within 30 days, you will be bound by this arbitration provision.

11.6 Jury Trial Waiver

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND VALUEMARKERS EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

12. Governing Law and Jurisdiction

These Terms and any Disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles. To the extent that any Dispute is not subject to arbitration under Section 11, or if you have validly opted out of arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware.

Notwithstanding the foregoing, if you are a consumer in the European Union, you retain any mandatory consumer protection rights available under the laws of your country of residence, and nothing in these Terms limits your right to bring proceedings before the courts of your country of residence.

13. Termination

By ValueMarkers: We may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to: violation of these Terms, fraudulent or illegal activity, extended inactivity (12+ months), or discontinuation of the Service. If we terminate your account without cause, we will refund any prepaid subscription fees on a pro-rata basis.

By You: You may terminate your account at any time through your account settings or by contacting support [at] valuemarkers.com.

Effect of Termination: Upon termination, your right to use the Service ceases immediately. Data deletion follows our Privacy Policy retention schedule. Sections 6 through 12 of these Terms survive termination.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least 14 days' advance notice via email to your registered address. Non-material changes (clarifications, formatting) may take effect immediately. The "Last updated" date at the top indicates the most recent revision. Your continued use of the Service after the effective date of any modification constitutes acceptance of the revised Terms. If you do not agree to any revised Terms, you must stop using the Service and cancel your account.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and Investment Disclaimer, constitute the entire agreement between you and ValueMarkers and supersede all prior agreements, understandings, or representations
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect
• No Waiver: Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision
• 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, including in connection with a merger, acquisition, or sale of assets
• Force Majeure: ValueMarkers shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet outages, or third-party service provider failures
• Notices: Notices to you will be sent to the email address associated with your account. Notices to ValueMarkers must be sent to legal [at] valuemarkers.com

16. Contact Information

For questions about these Terms, contact: