Terms of Service

These terms are an agreement between you and Canira, Inc., the company that operates Exit Ready (“Exit Ready”, “we”, “us”). They apply whenever you use the platform, whether as a business owner preparing for a sale (a seller) or as someone evaluating businesses to acquire (a buyer).

If you are agreeing on behalf of a company, you confirm you are authorised to bind that company, and “you” means the company.

You must be at least 18 and legally able to enter contracts. If we suspend or close your account under section 11, these terms continue to apply to your prior use.

The platform does four things:

• Scores how prepared your business is for a sale, from a questionnaire you complete and financial figures you enter.
• Tracks the gaps that score reveals, with tasks, checklists and document drafts.
• Optionally lists your business on a marketplace visible to buyers on the platform.
• Provides a data room in which you choose what to share, with whom, and at what level, after an NDA is signed.

It is not the following, and you should not treat it as such:

• Not a broker or agent. We do not represent you in a transaction, negotiate on your behalf, or take a commission on a sale. We are not a registered broker-dealer and do not effect securities transactions.
• Not a valuation. Readiness scores, grades, ranges and any figures the platform derives are estimates produced by software from what you entered. They are not appraisals, fairness opinions, or a statement of what your business is worth.
• Not legal, tax, accounting or financial advice. This includes the NDA templates and any document the platform generates. Have your own attorney and accountant review anything you intend to rely on.
• Not a guarantee of a sale, of buyer interest, or of any particular price or outcome.

Keep your password confidential and tell us promptly if you believe someone else has access to your account. You are responsible for what happens under your account, including anything a colleague you invited does with it.

Give us accurate registration information and keep it current. An out-of-date email address is the usual reason someone misses a data room request.

You keep all ownership of everything you put into Exit Ready — your financial figures, assessment answers, uploaded documents, listing text, notes and everything else (“your content”).

You grant us a limited, non-exclusive licence to host, store, copy, transmit and display your content strictly to operate the platform for you: to store your documents, to show a listing you chose to publish, to deliver a file to a buyer you approved, to back up your data, and to provide support when you ask for it. That licence exists so we can run the service and for no other purpose. It ends when you delete the content or close your account, except for backups still within their retention window and anything we must keep by law.

We do not sell your content. We do not share it with other users except as you direct through the platform’s own sharing controls, described in section 6.

You confirm you have the right to upload what you upload — that it is yours or you are permitted to share it, and that sharing it does not breach an existing confidentiality obligation you owe someone else. That last point matters more than it sounds: customer contracts and supplier agreements often restrict disclosure, and a data room is a disclosure.

Listing is entirely optional and you control it. When you list, you choose whether the listing is anonymous. An anonymous listing does not display your company name to buyers; they see the industry, a size band, a region and your readiness score.

You are responsible for the accuracy of what you publish. Do not list a business you are not authorised to sell.

You can unlist at any time. Unlisting removes the listing going forward; it does not retrieve information a buyer already saw, and it does not by itself terminate an NDA someone has already signed. To end existing access, revoke it in the data room.

Anonymity is a presentation choice, not a guarantee of secrecy. A buyer who knows your industry, region and size may be able to work out who you are, and details you write into your own listing summary can identify you. Decide what to publish accordingly.

This is the part of the platform with the most consequence, so it is worth stating precisely.

When a buyer requests access to your data room, nothing opens automatically. You review the request. If you approve it, you decide the access level you are granting — which may be lower than the level the buyer asked for. An NDA is then issued to that buyer.

The signature is what grants access, not your approval. Until the buyer signs, they can open nothing. Once signed, they can open only documents you have marked active at or below the level you granted. A draft stays closed even to a buyer holding the right level, because publishing a document is a separate decision from uploading it.

Access ends when the NDA expires or when you revoke it. Files are served through short-lived links generated at the moment of each download.

The NDA is between you and the buyer. Exit Ready is not a party to it. We provide the mechanism — the template, the signature capture, the access gate — and we record what happened. We do not enforce it for you, and we cannot undo a disclosure. If a buyer breaches an NDA, your remedy is against that buyer.

By signing electronically, both parties consent to do business electronically and agree that an electronic signature has the same effect as a handwritten one. To evidence this we record the signature image, the time, and the IP address it came from, and we retain that record for the period described in the Privacy Policy.

By using the buyer side of the platform, you agree that:

• You will use what you learn only to evaluate a possible acquisition — not to compete with, solicit the customers or employees of, or otherwise disadvantage a business you looked at.
• You will not attempt to identify a seller who listed anonymously by technical means, nor circumvent the access levels or the NDA gate.
• You will not scrape, bulk-export, republish or resell listing data.
• Any NDA you sign binds you directly to that seller, and survives your use of the platform.
• Information you receive is provided by sellers. We do not verify, audit or endorse it. Do your own diligence.

Your private working notes on a target — your contacts, notes, tasks and deal stage — are visible only to you. They are not shown to the seller and not shown to other buyers.

Do not use Exit Ready to:

• Break the law, or help someone else break it.
• Upload malware, or content that infringes someone’s rights.
• Access an account, data room or document you were not granted access to, or probe the platform’s security controls without our written permission.
• Misrepresent who you are, who you represent, or your capacity to transact.
• Automate access in a way that degrades the service for others, or copy the platform’s content to build a competing product.

If you find a security vulnerability, please report it to security@exitready.com rather than testing how far it goes. We will not pursue good-faith reports made this way.

Some features require a paid subscription. Prices and what each plan includes are shown on the pricing page at the time you subscribe.

Subscriptions renew automatically for the same period until cancelled. You can cancel at any time; cancellation takes effect at the end of the period you have already paid for, and you keep access until then. We do not pro-rate partial periods.

Payments are processed by Stripe. We never receive or store your full card number.

If a payment fails we will tell you and your account moves to a past-due state. If it stays unpaid we may suspend paid features. Your data is not deleted for non-payment; see section 12 for what happens to it.

We may change prices with at least 30 days’ notice before your next renewal. If you do not want the new price, cancel before it takes effect.

We work to keep Exit Ready available but do not promise uninterrupted service. We may change, add or remove features. If we remove something you depend on materially, we will give reasonable notice where we can.

We may need to perform maintenance, occasionally without notice where it is urgent or security-related.

You may stop using Exit Ready and close your account at any time from your account settings.

We may suspend or close an account that breaches these terms, that we reasonably believe is being used unlawfully or fraudulently, or where continuing to provide the service would expose us or another user to real risk. Except where the breach is serious or urgent, we will tell you why and give you a chance to put it right.

Sections 4 (your ownership), 6 (NDAs already signed), 7, 12, 13, 14 and 15 survive termination.

When you close your account we delete your content within 30 days, apart from: backups, which age out on their own retention cycle; records of signed NDAs and their signature evidence, which we keep because they are legal records that both you and the counterparty may need; and anything we are required to retain by law or to resolve a dispute.

Export your data before closing your account. We cannot restore deleted content afterwards.

Exit Ready is provided “as is”. To the fullest extent the law allows, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that readiness scores, generated documents, valuation ranges or any other output are accurate, complete, or suitable for your situation, or that the platform will be error-free or uninterrupted. Software that reads figures you typed cannot know what it was not told.

We do not vet users. We do not verify that a buyer has the funds they claim, that a seller owns the business they list, or that anything either of them uploads is true.

To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special or consequential damages, or for lost profits, lost business, lost goodwill, or lost or corrupted data, even if told such damages were possible.

Our total liability arising out of or relating to these terms or the platform, in aggregate, will not exceed the greater of (a) the amount you paid us in the 12 months before the event giving rise to the claim, or (b) US$100.

Nothing here excludes liability that cannot be excluded by law, including for fraud, or for death or personal injury caused by negligence. Some jurisdictions do not allow certain exclusions, in which case they apply to you only as far as permitted.

In particular, we are not liable for the acts of other users — for a buyer who breaches an NDA, for a seller who misrepresents their business, or for a transaction that does or does not happen.

You will defend and indemnify us against third-party claims arising from your content, your use of the platform in breach of these terms or the law, or your dealings with another user — including a claim by someone whose confidential information you disclosed through a data room without the right to do so.

If something goes wrong, contact us first at legal@exitready.com. Most problems are resolved this way, and we ask that you give us 30 days to try before starting formal proceedings.

Canira, Inc. is incorporated in the State of Delaware, and these terms are governed by Delaware law without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and both parties consent to venue there.

A dispute between two users about a transaction or an NDA is between those users. We are not a party to it, though we will respond to valid legal process.

Changes. We may update these terms. If a change is material we will give notice — by email or in the product — before it takes effect. Continuing to use Exit Ready after that means you accept the updated terms. The effective date at the top always tells you which version you are reading.

Entire agreement. These terms and the Privacy Policy are the whole agreement between us about the platform, and replace anything said beforehand.

Severability. If a provision is unenforceable, the rest stays in force.

No waiver. Not enforcing something once does not waive it later.

Assignment. You may not assign these terms without our consent. Canira, Inc. may assign them to a successor in a merger or sale of the business, on notice to you.