01

Agreement

Welcome to QuestionPilot.com. This website and application (the "Site" and "Platform") are operated by Question Pilot LLC ("Company," "we," "us," or "our"). By accessing or using Question Pilot, you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not use the Platform.

These Terms apply to all users of the Platform, including advisory firm users, counterparty portal users, and client portal users.

02

The Platform

Question Pilot is a software-as-a-service platform designed for transaction advisory professionals, including investment bankers, M&A advisors, accounting firms, law firms, and other deal professionals. The Platform provides a structured, web-based portal for managing diligence question-and-answer processes in connection with mergers, acquisitions, and other corporate transactions.

Services include deal portal creation, question tracking and categorization, document reference management, secure counterparty and client portal access, advisor-to-counterparty and internal team communication tools, AI-assisted question import and categorization, and transaction data export. The Platform is intended for use by professional business entities and their authorized personnel in the conduct of legitimate commercial transaction advisory activities.

03

Confidentiality & Data Handling

All deal data uploaded to or generated within Question Pilot remains the sole property of the subscribing firm. Question Pilot LLC does not claim any ownership interest in your deal data.

User Data Ownership. All deal data, transaction information, questions, responses, and related materials uploaded to or generated within the Platform ("Deal Data") are and remain the sole property of the subscribing firm.

Our Confidentiality Obligations. Question Pilot LLC acknowledges that Deal Data may contain material non-public information, confidential business information, and proprietary transaction data. We agree to: (i) maintain the confidentiality of all Deal Data; (ii) not access, view, or use Deal Data except as necessary to provide the Platform services or as required by law; (iii) not disclose Deal Data to any third party without the express written consent of the subscribing firm, except to service providers bound by equivalent confidentiality obligations; and (iv) implement and maintain commercially reasonable technical and organizational security measures to protect Deal Data from unauthorized access or disclosure.

Your Confidentiality Obligations. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree not to share portal access links with unauthorized parties and to notify Question Pilot LLC immediately upon becoming aware of any unauthorized access to your account or deal portals.

Data Retention. Deal Data is retained for the duration of your active subscription or deal portal access period. Upon account termination or deal portal expiration, Deal Data may be retained for up to 90 days for backup and recovery purposes, after which it will be permanently deleted. You may request earlier deletion by contacting .

Survival. The confidentiality obligations set forth in this section shall survive the termination or expiration of these Terms.

04

No Advisory Relationship

Question Pilot is a communication and workflow tool only. Question Pilot LLC does not provide legal, financial, investment, M&A advisory, or any other professional advisory services. Nothing in the Platform, including any AI-assisted features, constitutes legal advice, financial advice, investment advice, or any form of professional recommendation.

No attorney-client, fiduciary, advisory, or similar professional relationship is created between Question Pilot LLC and any user by virtue of using the Platform or entering into these Terms.

Users are solely responsible for all decisions made in connection with their transactions, including but not limited to decisions about what information to share, how to respond to diligence questions, and how to manage the overall transaction process. Question Pilot LLC has no role in any underlying transaction and accepts no responsibility for any transaction outcome.

05

Artificial Intelligence Features

Question Pilot uses third-party AI services, including Anthropic, PBC ("Anthropic"), to provide question import, categorization, and processing assistance. By using AI-powered features on the Platform, you acknowledge and agree to the following:

  • Deal Data submitted through AI-assisted features is processed by Anthropic's API and is subject to Anthropic's usage policies and data handling practices.
  • Question Pilot LLC does not use your Deal Data to train AI models, and we do not permit our AI service providers to use your Deal Data for model training purposes.
  • AI-generated categorizations and outputs are provided as assistance tools only. You are solely responsible for reviewing, verifying, and approving any AI-generated output before use in a transaction context.
  • Question Pilot LLC makes no representations regarding the accuracy or completeness of AI-generated outputs and shall not be liable for any reliance placed on such outputs.

Use of AI-powered features is further governed by our AI Terms of Use, which are incorporated herein by reference.

06

Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You may not assign or transfer your account to any other person or entity without our prior written consent. Question Pilot LLC reserves the right to refuse or cancel service, terminate accounts, or remove content at our discretion. Notify us immediately of any unauthorized use of your account.

07

Uploaded Content & User Responsibility

You are solely responsible for all content you upload to the Platform. This includes ensuring that: (i) you have the legal right to upload and share such content; (ii) uploading and sharing the content complies with all applicable laws, regulations, and contractual obligations; (iii) the content does not violate any confidentiality agreement, non-disclosure agreement, or other obligation owed to any third party; and (iv) any material non-public information is handled in accordance with applicable securities laws and regulations.

Question Pilot LLC makes no representation about the legality, accuracy, or appropriateness of content you upload. We are a technology service provider only. The decision about what to upload, share, or disclose through the Platform is entirely yours.

08

Refund & Cancellation Policy

Per-Deal Purchases. All per-deal purchases are final and non-refundable upon deal creation. By completing a purchase, you acknowledge that the deal portal has been provisioned and made available for use. Refunds will not be issued except in cases of documented technical failure attributable solely to Question Pilot LLC that renders the platform materially unusable, as determined at our sole discretion.

Deal Portal Access. Active deal portals remain accessible for twelve (12) months from the date of creation, after which they may be archived or deactivated at our discretion.

Exceptions. Question Pilot LLC reserves the right to issue refunds or credits at its sole discretion on a case-by-case basis. Refund and cancellation requests should be directed to .

09

Intellectual Property

All Platform content, including text, graphics, logos, software, and the compilation thereof, is the property of Question Pilot LLC or its licensors and is protected by applicable intellectual property laws. You may not copy, modify, distribute, or create derivative works from Platform content without our prior written consent.

You retain all ownership rights to Deal Data you submit to the Platform. Nothing in these Terms transfers ownership of your Deal Data to Question Pilot LLC.

10

Third-Party Services

The Platform is built on and integrates with third-party services including Supabase, Inc. (database and authentication infrastructure) and Anthropic, PBC (AI processing). Use of the Platform involves data being processed by these service providers, who are bound by confidentiality obligations consistent with these Terms. Question Pilot LLC is not responsible for the independent practices or content of third-party providers.

The Platform may contain links to external websites for convenience only. Question Pilot LLC is not responsible for the content or privacy practices of linked sites.

11

Platform Availability

Question Pilot LLC makes commercially reasonable efforts to maintain platform availability but does not guarantee uninterrupted or error-free service. The Platform is provided on an "as is" and "as available" basis. We reserve the right to perform maintenance, updates, or modifications at any time with or without notice.

Question Pilot LLC relies on third-party infrastructure providers including Supabase, Netlify, and others. Service interruptions caused by third-party infrastructure are outside our control. Question Pilot LLC shall not be liable for any losses, damages, or data loss arising from platform downtime, service interruptions, or third-party infrastructure failures.

12

Acceptable Use

You agree to use the Platform only for lawful purposes in connection with legitimate commercial transaction advisory activities. You agree not to:

  • Use the Platform in violation of applicable securities laws or regulations
  • Attempt to gain unauthorized access to any portion of the Platform or its systems
  • Interfere with or disrupt the operation of the Platform or other users' access
  • Use the Platform to develop competing products or services
  • Share portal access links or credentials with unauthorized parties
  • Reverse engineer or attempt to extract the source code of the Platform
  • Use the Platform for any purpose that is unlawful or prohibited by these Terms
13

International Users

The Platform is controlled and operated by Question Pilot LLC from the United States. If you access the Platform from outside the United States, you are responsible for compliance with all applicable local laws and regulations.

14

Indemnification

You agree to indemnify, defend, and hold harmless Question Pilot LLC, its officers, directors, employees, and agents from any losses, costs, liabilities, and expenses (including reasonable attorney's fees) arising out of or relating to: (i) your use of the Platform; (ii) your violation of these Terms; (iii) your violation of any rights of a third party; (iv) content you upload to the Platform; or (v) any transaction or business decision made in connection with your use of the Platform.

15

Arbitration

Any dispute arising out of or relating to these Terms or your use of the Platform that cannot be resolved through good-faith negotiation shall be resolved by final and binding arbitration under the rules of the American Arbitration Association, conducted by a single neutral arbitrator in a location mutually agreed upon by the parties. The arbitrator's award shall be final and may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recover reasonable attorney's fees and costs.

16

Class Action Waiver

Any arbitration or legal proceeding shall take place on an individual basis only. Class arbitrations and class or representative actions are not permitted. You and question pilot llc each waive the right to participate in a class action or representative proceeding.

17

Liability Disclaimer

The platform is provided "as is" without warranty of any kind. To the maximum extent permitted by applicable law, question pilot llc disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Question pilot llc shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of or inability to use the platform, even if advised of the possibility of such damages.

18

Aggregate Liability Cap

To the maximum extent permitted by applicable law, Question Pilot LLC's total aggregate liability to you for any and all claims arising out of or relating to these Terms or your use of the Platform, regardless of the form of action and whether in contract, tort, negligence, or otherwise, shall not exceed the fees actually paid by you to Question Pilot LLC for the specific deal or transaction giving rise to the claim.

This limitation applies even if Question Pilot LLC has been advised of the possibility of such damages and even if any remedy set forth herein is found to have failed its essential purpose. Some jurisdictions do not allow the limitation of liability for certain types of damages; in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

19

Termination

Question Pilot LLC reserves the right to terminate or suspend your access to the Platform at any time, with or without cause and with or without notice. Upon termination, provisions of these Terms that by their nature should survive shall continue to apply, including Sections 3, 4, 7, 14, 15, 16, 17, 18, and 20.

20

Governing Law & Jurisdiction

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict of law provisions. You consent to the exclusive jurisdiction of courts located in North Carolina for any disputes not subject to arbitration under Section 15.

21

Changes to Terms

Question Pilot LLC reserves the right to update these Terms at any time. Material changes will be communicated via email to the address associated with your account or by prominent notice on the Platform. Your continued use of the Platform after such notice constitutes your acceptance of the revised Terms.

22

Contact

Questions or comments regarding these Terms should be directed to:

Question Pilot LLC