Terms and Conditions for Non-Subscription Services

These Terms and Conditions govern delivery of services by My Valuable Business, LLC (hereinafter referred to as MVB) and more fully described in your MVB-Scope of Services Package (hereinafter referred to as MVB-SSP).

Clients and other users who access and use any MVB services, products, calculators, models, templates, game plans, blueprints, applications, features or privileges (hereinafter collectively referred to as MVB Services) agree to be bound by the following Terms and Conditions.

Please Read Carefully

Acceptance of delivery, receipt of benefit or service, access to and use of MVB Services indicates an acceptance of these Terms and Conditions.

If you do not accept these Terms and Conditions and the scope of work delineated in your MVB-SSP, you must not accept, access, or use any of MVB Services and promptly inform MVB, in writing (in the manner set-forth in 3.0. below), of such non-acceptance.

MVB may modify, revise or amend these Terms and Conditions from time to time. The amended Terms and Conditions will be published on MVB’s site and are effective from the date of publication. MVB will make every effort to communicate substantial changes to the Authorized User via email or some other form of notification. Access and use of services, regardless of notice, after such amendment indicates an acceptance of the amended Terms and Conditions.

These Terms and Conditions were last updated on March 3, 2026.

Breach of any of the Terms and Conditions set forth below or in your MVB-Scope of Services Package (MVB-SSP) may result in the suspension or termination of MVB Services.

Definitions

Client The entity or organization that engages MVB and appoints the Authorized User to access and use MVB Services.
You, Your Refers to any and all users, appointed and authorized by the Client, of any MVB services, products, applications, or privileges on behalf of the Authorized User or Client.
Authorized User An individual appointed by the Client as MVB’s primary contact of MVB Services. This individual is either the founder, owner, CEO or Executive Director of the Client, unless Client submits another individual and that individual is approved by MVB to be the Authorized User.
Invited User Any person or entity, other than the Client and Authorized User, at the invitation of, and with the sole authorization of, the Authorized User that has access and uses MVB Services from time to time.
MVB, We, Us My Valuable Business, LLC.
Services The services as outlined in your MVB-SSP, related services, applications, and privileges made available by MVB to its Authorized Users, Clients, and their Invited Users.
Service Period The initial period of engagement and any subsequent extensions as stated in your MVB-SSP.
Site MyValuableBusiness.com and any other sites operated by MVB or related entity.
Terms These Terms and Conditions and your MVB-SSP, as amended and/or modified from time to time.
Confidential Information includes all non-public information relating to the Disclosing Party’s business, including but not limited to: business and financial information; strategic plans; customer and vendor lists; technical specifications and proprietary methodologies; personnel information; and any information marked as confidential or that would reasonably be considered confidential under the circumstances. Confidential Information excludes information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without breach of confidentiality obligations; or (iv) is independently developed by the Receiving Party without use of the Confidential Information.

1. Service Period

1.1. In exchange for payment MVB agrees to provide certain professional services and deliverables as fully described, set-forth and agreed to in your MVB-SSP.

1.2. During the onboarding process the Client will designate an individual, either the founder, owner, Executive Director, or CEO, to be the Authorized User, unless another individual is approved by MVB to be the Authorized User.

1.3. During the onboarding process the Authorized User will provide contact and other information required for MVB to perform and deliver the services outlined in your MVB-SSP; including but not limited to the name, physical address, URLs being used by the Client and name, email address and telephone number(s) of any Authorized User appointed by the Client.

1.3.1. Said other information includes, but is not limited to access credentials to services, applications and portals that are needed and required for MVB to perform and deliver the services outlined in your MVB-SSP.

1.4. During the onboarding process and Service Period Client and/or their representative will provide MVB timely and accurate information and/or access to said information. Client understands and agrees that MVB is relying on the Client providing MVB access to said information to perform the services outlined in the Client’s MVB-SSP

1.5. Service Level Expectations. MVB will use commercially reasonable efforts to:

1.5.1. Respond to Authorized User inquiries within two (2) business days during MVB’s normal business hours (9:00 am to 5:00 pm ET, Monday through Friday, excluding holidays);

1.5.2. Deliver scheduled deliverables in accordance with timelines outlined in your MVB-SSP, subject to timely receipt of required information and materials from Client;

1.5.3. Perform services in a professional and workmanlike manner consistent with industry standards for similar services; and

1.5.4. If MVB fails to meet a material service commitment and Client provides written notice of such failure, MVB will use commercially reasonable efforts to remedy the situation within twenty (20) business days. Continued material non-performance following such notice period may constitute grounds for termination for cause under Section 3.8.

2. Payment, Refunds, Upgrading and Downgrading Terms

2.1. Payments will be charged using the payment mechanism you have provided in your MVB-SSP.

2.1.1. You may change the method and/or mechanism of payment so long as you have notified MVB at the following email address: acctg@MyValuableBusiness.com.

2.1.2. Your payments will follow the schedule as outlined in your MVB-SSP. Any changes to said payment schedule need to be agreed to in writing by both parties. An email exchange will satisfy this writing requirement.

2.2. Payments provide for the delivery of services as agreed to herein and fully detailed in your MVB-SSP.

2.3. Right to Suspend for Non-Payment. If any payment is more than ten (10) days past due, MVB reserves the right to immediately suspend MVB Services and access to MVB Services until all past due amounts, including any applicable late fees, are paid in full. Suspension of MVB Services does not relieve Client of ongoing payment obligations under these Terms and Conditions and your MVB-SSP.

3. Cancellation and Termination

3.1. If the Client wishes to terminate its engagement with MVB for the services detailed in your MVB-SSP, the Authorized User must notify MVB using our standard termination process, as outlined in this Cancellation and Termination section.

3.1.1. The Authorized User, on behalf of the Client, is solely responsible for properly cancelling said engagement. A telephone request to cancel your engagement is not effective cancellation.

3.1.2. The correct process to cancel your engagement is outlined in provision 3.2. of these Terms and Conditions.

3.2 Termination for Convenience. Either party may terminate this relationship for convenience at any time by written notification, by providing at least thirty (30) days written notice.

3.2.1. If written notification is sent via email, another form of written notification shall also be used; unless the receiving party acknowledges receipt of said email notice within two (2) business days. Confirmation of receipt must be tracked by the sending party.

3.2.2. If Client terminates for convenience prior to completion of the services agreed to in these Terms and Conditions and your MVB-SSP, Client will be obligated to pay (i) the balance owed for any and all services performed to the date of termination, and (ii) the early termination fee outlined in Section 3.7. herein.

3.3 Data Retention and Retrieval. Upon cancellation or termination:

3.3.1. Client will have thirty (30) days following the effective termination date to retrieve Client data in standard electronic formats (PDF, Excel, CSV, or other commonly used business formats) at no additional charge.

3.3.2. Following the thirty (30) day retrieval period, Client data will be retained in MVB’s systems for an additional ninety (90) days (Retention Period) for Client’s potential retrieval, subject to a reasonable administrative fee. After the Retention Period, all Client data will be irrevocably deleted from MVB’s active servers, subject to MVB’s backup and archival procedures and legal retention obligations.

3.3.3. Any and all third-party applications being utilized through your MVB engagement will also be cancelled as of the effective termination date.

3.3.4. MVB reserves and maintains the right to retain and use, in perpetuity, non-identifiable, anonymized, aggregated data for statistical, analytical, product improvement, and security purposes in accordance with Section 4.4. and MVB’s privacy policy.

3.4. Suspension for Non-Payment. Failure to timely make payment based on the payment schedule outlined in your MVB-SSP, for any reason, may result in the suspension of services as outlined in Section 2.3. If payment remains outstanding for more than thirty (30) days past the due date, MVB may terminate this engagement and proceed with data deletion as outlined in Section 3.3.

3.5. MVB’s Right to Refuse Service. MVB, in its sole discretion, may decline to provide services to anyone or any entity for any lawful reason, and may suspend or terminate this engagement and refuse access to or use of MVB’s services for any lawful reason at any time, subject to the notice requirements in Section 3.2. unless terminating for cause under Section 3.8.

3.6. Effect of Termination. Termination of this engagement will result in the deactivation, deletion, or termination of access to all Services, including but not limited to access to all MVB related applications and portals, subject to the data retrieval period outlined in Section 3.3.

3.7. Early Termination Fee. If Client terminates this engagement for convenience pursuant to Section 3.2. before the end of the Service Period, Client is responsible for an early termination fee equal to the greater of five thousand dollars ($5,000) or twenty percent (20%) of all non-results-based portion of the total fee plus any Allowance provided to the Client by MVB, as indicated in Client’s MVB-SSP. The early termination fee shall not apply to termination for cause by Client pursuant to Section 3.8. where MVB has failed to cure the material breach.

3.8. Termination for Cause by Client. Client may terminate this Agreement for cause if MVB materially breaches any provision of these Terms and Conditions or the MVB-SSP and fails to cure such breach within thirty (30) days of receiving written notice thereof from Client. Material breach includes, but is not limited to: (i) repeated failure to meet service level expectations under Section 1.5. after notice and opportunity to cure; (ii) breach of confidentiality obligations under Section 5.2.; or (iii) material failure to deliver services as outlined in your MVB-SSP. Upon termination for cause by Client due to MVB’s uncured material breach, Client shall not be obligated to pay the early termination fee but remains obligated to pay for services rendered through the effective termination date.

3.9. Termination for Cause by MVB. MVB may terminate this engagement for cause immediately upon written notice if: (i) Client fails to pay any undisputed fees within twenty (20) days of the due date; (ii) Client materially breaches the terms of these Terms and Conditions or your MVB-SSP and fails to cure such breach within fifteen (15) days of receiving written notice thereof; (iii) Client engages in abusive, threatening, or harassing conduct toward MVB personnel; or (iv) Client uses the Services in a manner that violates applicable law or exposes MVB to material legal or regulatory liability. Upon termination for cause by MVB, Client remains obligated to pay all fees owed through the effective termination date plus any applicable early termination fees as outlined above in Section 3.7.

4. Copyright and Data Ownership

4.1. MVB Intellectual Property. This engagement does not transfer from MVB to you any of MVB or MVB’s third-party vendors intellectual property rights. All rights, title and interest in and to such rights, including but not limited to MVB’s methodologies, frameworks, blueprints, game plans, concepts, systems, processes, algorithms, formulas, templates, features, models, and the underlying application code, will remain solely with MVB and our third-party vendors.

4.2. Client Data Ownership. MVB claims no intellectual property rights over the data you provide MVB during your Service Period. All data uploaded by you remains yours, subject to the license grants in Section 4.4. However, if you elect to provide access to your data to other users, you agree to allow us to enable these users to view and/or edit this shared content. You are responsible for controlling and/or authorizing access to your data to Invited Users and other third parties.

4.3. Client Representations. The Client and its Authorized Users represent and warrant they have permission to legally use all content materials, images, photography, graphics and designs that they or their agents provide to MVB for use during this Service Period, and that such materials do not infringe any third party intellectual property rights.

4.4. Data Usage Rights. By accepting these Terms and Conditions, you consent and convey to MVB the right to use the data you provided during the course of your Service Period, as follows:

4.4.1. Anonymized Aggregated Data. MVB may at any time use Client data to derive non-personally identifying and non-company identifying information in aggregate form (e.g., for industry benchmarking, statistical analysis, or product improvement). MVB will employ reasonable anonymization techniques designed to prevent re-identification of Client or individual persons and will not disclose such anonymized data in a form that identifies or could reasonably be used to identify Client.

4.4.2. Duration and Survival. Client consents to such use of anonymized and aggregated data in perpetuity. This right to use anonymized and aggregated data survives the termination and/or cancellation of this engagement.

4.4.3. Assignment Rights. MVB reserves the right to assign this anonymized data usage right to MVB’s parent, subsidiary, and/or affiliate companies, provided such assignees are bound by substantially similar obligations regarding anonymization and non-disclosure of Client-identifying information.

4.4.4. Relationship to Privacy Policy. This provision governs the use of anonymized aggregated data for analytical and benchmarking purposes. To the extent this section conflicts with MVB’s privacy policy, this section shall control. All other collection, use, and disclosure of personal information shall be governed by MVB’s privacy policy.

4.5. Data Backup Responsibility. You must maintain copies of all the data you provide to MVB. MVB adheres to appropriate professional practice and procedures to reduce the risk of data loss, maintains regular backup procedures, and will use commercially reasonable efforts to prevent data loss. However, MVB does not guarantee there will be no loss of data. MVB expressly excludes liability for any loss of data no matter how caused, except to the extent such loss results from MVB’s gross negligence or willful misconduct.

4.6. Protection of MVB Intellectual Property. MVB, its methodology, frameworks, blueprints, game plans, concepts, systems and processes, algorithms, formulas, templates, calculators, features and models are protected by copyright, trademark, trade secret and other intellectual property rights.

4.6.1. All such rights are reserved by MVB.

4.6.2. You may not reproduce, publish, copy, or reuse any portion of the application code, or visual design elements or concepts included in your engagement or any related MVB website without express prior written consent from MVB.

4.7. Restrictions on Reverse Engineering. You must not modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any software, models, applications, algorithms, spreadsheets, calculators, templates or other intellectual property used to deliver the services as set-forth in your MVB-SSP.

4.8. License to Use Deliverables. Subject to full payment of all fees, MVB grants Client a non-exclusive, non-transferable, limited license to use the deliverables provided under this Agreement solely for Client’s internal business purposes. This license does not include the right to sublicense, distribute, or create derivative works from MVB’s intellectual property or methodologies.

5. Managing Data Privacy and Data Sharing Among Entities

5.1. You are accountable to ensure the appropriate roles and permissions are applied in order to avoid data being inappropriately shared amongst or with any third-party entities you provide access to your MVB related data.

5.2. Confidentiality Obligations.

5.2.1. MVB is committed to the safekeeping of Client’s Confidential Information and maintains physical, electronic, and administrative safeguards designed to protect such information in accordance with industry standards.

5.2.2. MVB will keep all Confidential Information about Client confidential and will not disclose any such information to third parties without Client’s prior written approval, except: (i) to MVB personnel, contractors, and professional advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; (ii) as required by law, court order, or governmental regulation (provided MVB gives Client prompt notice of such requirement, if legally permitted, so Client may seek protective measures); or (iii) information that falls within the exceptions to the definition of Confidential Information in the Definitions section.

5.2.3. If Client needs MVB to fax, mail, or email a copy of any of Client’s Confidential Information or data to a third party, Client’s prior written permission (which includes, but is not limited to, physical letters and/or email correspondence) is required.

5.2.4. These confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except that obligations with respect to trade secrets shall survive for so long as such information remains a trade secret under applicable law.

5.3. Third-Party Data Sharing Considerations. Clients and/or Authorized Users should, must, and have considered the data privacy arrangements Client has in place with Client’s own clients, customers, subscribers, employees, team members, Board of Advisors, Board of Directors, investors, vendors, strategic partners or other individuals and entities before adding them as an Invited User to MVB servers. Client represents and warrants, and MVB relies on said representation and warranties, that Client has obtained all necessary consents and authorizations for MVB to access and process any personal data provided to MVB under this Agreement.

5.4. Marketing and Case Study Rights - Name and Logo.

5.4.1. Client and Authorized Users hereby grant to MVB a non-exclusive, royalty-free, worldwide license to use the Client’s name, logo, and trademarks (collectively, the “Licensed Materials”) solely for general marketing and promotion of MVB, including listing Client as a current or former client on MVB’s website and in marketing materials.

5.4.2. Client may revoke this license for future use of Licensed Materials by providing written notice to MVB, which revocation shall be effective thirty (30) days following receipt of such notice. Revocation shall not affect MVB’s right to continue using existing materials in which Licensed Materials appear until the next scheduled update or reprinting of such materials.

5.4.3. Client agrees thatMVB may continue to reference Client using generic industry descriptors (a SaaS company; or a nonprofit organization) even after revocation of the license to use Licensed Materials.

5.5. Marketing and Case Study Rights - Recordings and Content.

5.5.1. Client and Authorized Users grant to MVB a non-exclusive, royalty-free, worldwide license to use, any recordings (audio or video) of meetings between Client and/or Authorized Users and MVB team members, and to use Client’s Service Period story and results for case studies, white papers, articles, webinars, reports, and similar materials solely for general marketing and promotion of MVB.

5.5.2. Client may request removal of specific case studies or testimonials by providing written notice to MVB, and MVB will use commercially reasonable efforts to remove or update such materials within sixty (60) days.

5.6. General Data Use Consent. Subject to the confidentiality obligations in Section 5.2., Client agrees to allow MVB to collect, use and disclose information in accordance with MVB’s privacy policy and applicable data protection laws.

6. Limitation of Liability

6.1. Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, INFORMATION, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES RELATING DIRECTLY OR INDIRECTLY TO THE TERMS, THE SITE OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2. Cap on Liability. EXCEPT AS PROVIDED IN SECTION 6.3., EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO MVB UNDER CLIENT’S MVB-SSP.

6.3. Exceptions to Limitations. The limitations in Sections 6.1. and 6.2. shall not apply to:

6.3.1. Either party’s indemnification obligations under Section 7.13.;

6.3.2. Liability arising from either party’s gross negligence or willful misconduct;

6.3.3. MVB’s obligations under Section 5.2. for breach of confidentiality (capped at three times the fees actually paid to MVB as outlined in Client’s MVB-SSP;

6.3.4. Client’s payment obligations;

6.3.5. Either party’s violation of the other party’s intellectual property rights; or

6.3.6. Liability that cannot be limited or excluded under applicable law.

6.4. Nature of Services. The advice and services provided to you during your Service Period are solely and strictly business advice and services, and are not intended to be, nor should be construed as, legal, tax (unless your MVB-SSP expressly includes tax planning and preparation services), or investment advice or services. Client should consult with appropriate licensed professionals for such advice.

6.5. Allocation of Risk. Client acknowledges and agrees that the fees charged by MVB reflect the allocation of risk set forth in this Section 6 and that MVB would not enter into this Agreement without these limitations on its liability.

6.6. No Warranties. MVB DOES NOT WARRANT THAT (i) THE SERVICE PERIOD AND/OR SERVICES WILL MEET CLIENT’S SPECIFIC REQUIREMENTS, (ii) THE SERVICE PERIOD AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT CLIENT MAY OBTAIN FROM THE USE OF THE SERVICE PERIOD AND/OR SERVICES WILL BE GUARANTEED, ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SERVICE PERIOD AND/OR SERVICES WILL BE CORRECTED, EXCEPT THAT MVB WILL USE COMMERCIALLY REASONABLE EFFORTS TO MEET THE SERVICE LEVEL EXPECTATIONS IN SECTION 1.5.

6.7. Exclusive Remedy. If Client is not satisfied with the MVB Services, Client’s sole and exclusive remedy is to terminate the engagement as well as the cessation of use and access to MVB Services in accordance with Section 3 herein, subject to Client’s payment obligations.

6.8. Third-Party Dependencies. MVB shall not be liable for any failure or delay in performance caused by circumstances beyond MVB’s reasonable control, including but not limited to failures or outages of third-party vendors, hosting partners, internet service providers, or other service providers upon which MVB relies to deliver its services. However, MVB will use commercially reasonable efforts to mitigate the impact of such failures and to maintain service availability.

7. General Conditions and Provisions

7.1. Payment Terms and Conditions.

7.1.1. Client’s payment will be made by the method and mechanism specified in Client’s MVB-SSP and on the date(s) specified in Client’s MVB-SSP.

7.1.2. If any balance is past due, MVB has the right to discontinue access to and provision of the services set-forth in your MVB-SSP until the past due balance is satisfied, as more fully described in Section 2.3.

7.1.3. If Client has a past due balance of more than five (5) days, a late fee of five percent (5%) of the outstanding balance will be assessed. Late fees do not accrue on late fees (i.e., no compounding). Access to MVB Services may not be reinstated (in MVB’s sole discretion) until all past due balances and applicable late fees are paid in full.

7.2. Independent Contractor.

7.2.1. MVB shall perform all services set-forth in these Terms and Conditions and your MVB-SSP as an independent contractor, and nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent, or master and servant, or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.

7.2.2. MVB also agrees not to be treated, or seek to be treated, as an employee of Client for any purpose, including for the purposes of fringe benefits provided by Client, or for disability income, social security taxes and benefits, Federal unemployment compensation taxes, State unemployment insurance benefits, and Federal income tax withholding.

7.2.3. MVB agrees to comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes in the performance of its obligations under this Agreement.

7.3. Privacy Notice. During your Service Period, MVB will collect information provided by you, such as, but not limited to, records, worksheets, documents, computer data files, personnel records, tax and other financial information, brokerage, credit card, loan, and bank statements; as well as information that MVB develops as part of the Service Period. MVB is committed to the safekeeping of your information and maintains physical and electronic safeguards to protect such in accordance with Section 5.2. and MVB’s privacy policy. MVB will comply with applicable data protection laws in its handling of personal information.

7.4. Notices.

7.4.1. Any notice (outside of normal communication in the course of your engagement) given under these Terms by either party to the other must be by email and will be deemed to have been given upon transmission, provided that the sender receives an automated delivery receipt or the recipient acknowledges receipt; except for the notice of termination which is governed by Section 3.2. above.

7.4.2. Notices to MVB must be sent to notices@MyValuableBusiness.com or to any other email address which you were provided in your MVB-SSP.

7.4.3. Notices to Client will be sent to the person and to email address Client provided in its MVB-SSP.

7.4.4. Both parties shall have the right, from time to time, to change the place notice is to be given. Any change shall take effect within ten (10) days of email confirmation of receipt by the other party.

7.5. Paragraph Headings. Paragraph headings are for convenience only and shall not be a part of these Terms and Conditions or affect their interpretation.

7.6. Waiver. The failure of MVB to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

7.7. Entire Agreement. The Terms, together with the MVB-SSP, constitute the entire agreement between you and MVB and govern your access and use of the Services, superseding any prior agreements between you and MVB (including, but not limited to, any prior versions of these Terms or prior proposals or statements of work).

7.8. Non-Disparagement. During the Service Period with MVB and for three (3) years after the termination of this Agreement, the Parties agree not to make, or cause or encourage others to make, any statements (written, oral, or electronic) that defame, disparage, or criticize the business reputation, practices, or conduct of MVB (including all affiliated and related companies), its employees, directors, and officers. This provision shall not prohibit: (i) truthful statements required by law, court order, or governmental authority; (ii) truthful testimony in legal or regulatory proceedings; or (iii) confidential communications with government agencies for whistleblower purposes. The Parties acknowledge that this prohibition extends to statements made through any medium, including but not limited to online channels, social media platforms, employment platforms, review platforms/sites, other online portals, listings, directories or sites, the news media, investors, purchasers, industry analysts, competitors, centers of influence, strategic partners, vendors, and employees and clients (past, present and future).

7.9. Confidential Information.

7.9.1. Each party (Disclosing Party) may disclose to the other party (Receiving Party) certain confidential and proprietary information (Confidential Information). Confidential Information includes all non-public information relating to the Disclosing Party’s business, including but not limited to: business and financial information; strategic plans; customer and vendor lists; technical specifications and proprietary methodologies; personnel information; and any information marked as confidential or that would reasonably be considered confidential under the circumstances. Confidential Information excludes information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without breach of confidentiality obligations; or (iv) is independently developed by the Receiving Party without use of the Confidential Information.

7.9.2. The Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least reasonable care; (b) use Confidential Information solely for purposes of this Agreement; (c) not disclose Confidential Information except to Representatives who need to know and are bound by confidentiality obligations at least as protective as these terms; and (d) may disclose Confidential Information as required by law, provided the Receiving Party gives prompt notice to the Disclosing Party (if legally permitted) and cooperates in seeking protective measures.

7.9.3. Upon termination or the Disclosing Party’s request, the Receiving Party shall return or destroy all Confidential Information (except one archival copy for legal compliance, which remains subject to confidentiality obligations). The Receiving Party acknowledges that breach may cause irreparable harm, and the Disclosing Party may seek equitable relief including injunction. These confidentiality obligations survive termination for five (5) years, except for trade secrets which remain confidential for so long as they qualify as such under applicable law.

7.10. Non-Solicitation. During the Service Period and for a period of two (2) years after the termination of the engagement, Client shall not, and shall ensure that its employees, agents and representatives do not, directly or indirectly solicit for employment, hire or engage, any of MVB’s employees, officers, or independent contractors (1099 contractors) who worked on Client’s engagement, without the prior written consent of MVB. This restriction shall not apply to: (i) general solicitations not specifically targeted at MVB personnel; (ii) individuals who respond to such general solicitations; or (iii) whose employment with MVB had terminated more than six (6) months prior to such solicitation and/or response.

7.11. Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld; provided, however, that either party may assign this Agreement to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that written notice is given to the other party within ten (10) days of such assignment. Any assignment in violation of this section shall be void.

7.12. Modification. No modification, waiver or amendment of any term or condition of this Agreement shall be effective unless and until it shall be reduced to writing and signed by authorized representatives of both parties. Notwithstanding the foregoing, modifications required by changes in applicable law shall automatically become part of these Terms and your MVB-SSP five (5) days after written notification to each party.

7.13. Survival. The following provisions of these Terms and Conditions shall survive completion, termination, or expiration of this Agreement: Sections 3.3. (Data Retention), 4.1. (MVB Intellectual Property), 4.4. (Data Usage Rights), 4.5. (Data Backup), 4.6.-4.7. (Protection of MVB IP), 5.2. (Confidentiality), 6 (Limitation of Liability), 7.8. (Non-Disparagement), 7.9. (Non-Solicitation), 7.12. (Collection Fees), 7.13. (Indemnification), 7.15. (Governing Law), and any other provisions that by their nature are intended to survive.

7.14. Collection Fees. Client agrees that Client shall be liable for the greater of (i) MVB’s reasonable collection fees, costs and expenses actually incurred (including fees charged by third-party collection agencies), or (ii) MVB’s attorneys’ fees calculated at no less than thirty percent (30%) of the amount due to MVB, for the collection of amounts owed if Client breaches the payment terms of this Agreement or the terms outlined in the MVB-SSP.

7.15. Indemnification.

7.15.1. Client Indemnification. Client agrees to indemnify, defend, and hold harmless MVB, its officers, directors, employees, and agents against any liability, claim, demand, damage, loss, cost, or expense (including reasonable attorneys’ fees) asserted by third parties and arising out of or in connection with: (i) Client’s use of the Services in violation of this Agreement or applicable law; (ii) Client-provided content, data, or materials that infringe any third party’s intellectual property rights or violate any third party’s rights of privacy or publicity; (iii) any violation of applicable law or regulation by Client; or (iv) any negligent or more culpable act or omission by Client in connection with this Agreement.

7.15.2. Indemnification Procedures. MVB shall promptly notify the Client in writing of any claim subject to indemnification. MVB will have sole control over the defense and settlement of such claim, provided that the MVB shall not settle any claim in a manner that admits liability on behalf of the Client without the Client’s written consent.

7.15.3. Indemnification Fees. Client agrees to timely pay all of MVB’s out-of-pocket fees, which include but are not limited to: reasonable attorney fees, any and all litigation fees, settlement fees, fines or any judgment imposed by a court of competent jurisdiction incurred by MVB in resolving any claim asserted against MVB by a third party based on Client’s action as set-forth in Section 7.15.1. above.

7.16. Authorization. Client’s Authorized User warrants that they are authorized to bind the Client to these Terms and the MVB-SSP.

7.17. Governing Law and Dispute Resolution.

7.17.1. These Terms and the MVB-SSP shall be governed by and construed in accordance with the substantive laws of the State of North Carolina, without regard to its conflicts of law principles.

7.17.2. Mediation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve such dispute through good faith negotiations. If the parties are unable to resolve the dispute through negotiation within thirty (30) days after written notice of the dispute, the parties agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator in Mecklenburg County, North Carolina, with costs of mediation to be shared equally.

7.17.3. Litigation. If mediation does not resolve the dispute within sixty (60) days of the initial mediation session, either party may pursue litigation. Both parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Mecklenburg County, North Carolina for any litigation arising from this Agreement.

7.17.4. Attorneys’ Fees. In any litigation arising from this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

7.18. Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ALL RIGHTS EACH MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT.

7.19. Severability. If any term or provision of these Terms and Conditions or the MVB-SSP should be declared invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be severed from this Agreement. The remaining terms and provisions shall remain unimpaired and in full force and effect.

7.20. Use at Own Risk and Support Hours.

7.20.1. Client’s access and use of MVB services is at Client’s own risk. MVB provides its services on an as-is; and as-available basis, subject to the service level expectations in Section 1.5.

7.20.2. Support is only provided to paying Clients and Authorized Users. Said support is only available during the hours of 9:00 am to 5:00 pm (ET) Monday through Friday, except for holidays that occur on any weekday. Support is only available in English.

7.21. Third-Party Dependencies. Client understands that MVB uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide MVB’s services. MVB is not responsible for failures or service interruptions caused by such third-party providers, but MVB will use commercially reasonable efforts to select reliable providers and to minimize service disruptions.

7.22. System Security. Client must not attempt to undermine the security or integrity of MVB’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks. Client must not use, or misuse, the Services in any way which may impair the functionality of the Services or interfere with other users’ use of the Services.

7.23. System Requirements. Client understands that MVB has certain user system requirements which Client is responsible for providing and installing. Such requirements include but are not limited to a suitable email platform, up-to-date internet browser, PDF reader, capability to view and access standard formatted documents (Microsoft Office or compatible formats), and capability to participate in and access online meetings and screen shares.

7.24. Data Transmission. Client understands, agrees and authorizes that the technical provision of services, including Client’s data, may involve (a) transmissions over various third-party networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Client hereby consents to these transmissions and/or changes as necessary to provide the Services and acknowledges that MVB will implement reasonable security measures for such transmissions consistent with industry standards.

7.25. Prohibited Content and Conduct. In using the Site or the Services, Client must not submit content that is misleading or deceptive, unlawful, defamatory, infringes others’ rights, violates any person’s privacy, or is likely to cause offense to a reasonable person. MVB may amend or remove user-contributed content or terminate the engagement at MVB’s discretion and without prior notice if such content is submitted. If any use by Client of the Site or the Services is, in MVB’s reasonable judgment, an unacceptably high-volume use (including, for example, use that adversely affects other users’ normal use or exceeds fair use parameters), then MVB may take action to limit or prohibit such use, either for a period of time or permanently, and may charge additional fees for such excessive use.

7.26. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Acknowledgment and Acceptance

By accessing or using MVB Services, or by signing the accompanying MVB-SSP, Client and Authorized User acknowledge that they have read, understood, and agree to be bound by these Terms and Conditions .

For questions regarding these Terms, please contact:

My Valuable Business, LLC
Email: notices@MyValuableBusiness.com

Last Updated: March 3, 2026