Effective 1 January 2026 · Version 4.2
1. Scope of Services
Avelor Labs provides presentation engineering, information design, and document production services to business brokers, M&A advisors, and transaction intermediaries (each, a "Client"). Services consist exclusively of the structural organization, typographic composition, and visual production of transaction marketing materials, including Confidential Information Memoranda, buyer teasers, and supporting exhibits. By submitting an intake package or accepting a deliverable, the Client agrees to these Terms of Use in their entirety.
2. No Advisory, Valuation, or Legal Relationship
Avelor Labs is not a licensed broker-dealer, investment bank, registered investment adviser, business valuation firm, accounting firm, or law firm, and no engagement creates any advisory or fiduciary relationship. Avelor Labs does not solicit purchasers or sellers of securities or business assets, does not participate in negotiations, and receives no compensation contingent upon the completion of any transaction. Nothing produced by Avelor Labs constitutes an offer to sell, a solicitation of an offer to buy, a valuation opinion, a fairness opinion, or legal, tax, accounting, or investment advice. The Client retains sole and exclusive authority over pricing, valuation methodology, deal structure, regulatory compliance, and all communications with prospective buyers.
3. Client Responsibility for Source Material
All financial data, operational descriptions, adjustment schedules, projections, and narrative content reproduced in a deliverable originate from material supplied by the Client or the Client's principal. Avelor Labs performs formatting-level internal consistency checks — verifying that figures presented in one exhibit agree with the same figures presented elsewhere in the same document — but does not audit, verify, reconstruct, or independently substantiate any underlying financial or operational representation. The Client is solely responsible for the accuracy, completeness, and lawful disclosure of all source material, and for obtaining any consent required from the underlying business owner before transmitting that material to Avelor Labs.
4. Intellectual Property and White-Label Usage Rights
Upon payment in full for the applicable engagement, Avelor Labs grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, and display the delivered memorandum and its constituent exhibits for the marketing of the specific transaction for which they were produced, and to present those materials under the Client's own name and brand without attribution to Avelor Labs. The Client may distribute deliverables to prospective purchasers, co-brokers, lenders, and professional advisers in the ordinary course of the engagement.
Avelor Labs retains all right, title, and interest in its underlying production system, including its page architecture, grid systems, stylesheet libraries, exhibit templates, typographic specifications, data-structuring methodology, and all software and tooling used in production. Nothing in these Terms transfers ownership of that system. The Client may not resell, sublicense, redistribute, or make available the underlying templates, layout files, or design system as a standalone product, nor use them to produce documents for transactions outside the engagement for which they were commissioned.
5. Confidentiality
Avelor Labs treats all Client-submitted material as confidential information and applies the same standard of care it applies to its own confidential business records, and in no event less than a reasonable standard of care. Access is restricted to personnel assigned to the relevant engagement. Avelor Labs will not disclose the identity of any Client, any underlying business, or the existence or terms of any contemplated transaction to any third party, except where disclosure is compelled by law or by a court or regulatory body of competent jurisdiction, in which case Avelor Labs will provide prompt notice to the Client where legally permitted to do so. Where the Client has executed a separate non-disclosure agreement with Avelor Labs, that agreement governs to the extent of any conflict with this section. Avelor Labs does not publish, display, or reference Client deliverables in portfolios, case studies, or marketing material without prior written consent.
6. Turnaround, Capacity, and Revisions
Stated turnaround windows are measured from receipt of a materially complete intake package and are estimates, not guarantees. Retainer allowances reset on the monthly billing date and do not accrue or carry forward. Additional deliverables beyond a retainer allowance are billed at the prevailing single-asset rate. Structural revisions correct errors in composition, organization, or data presentation; substantive rewrites reflecting new source material or a changed transaction premise may be treated as a new engagement at Avelor Labs' reasonable discretion.
7. Fees, Billing, and Termination
Single-asset engagements are payable in advance of production. Retainers are billed monthly in advance and may be cancelled by either party with fourteen days' written notice effective at the end of the then-current billing period. Fees paid for work already performed or capacity already reserved are non-refundable. Avelor Labs may decline or discontinue any engagement, with a pro-rata refund of unperformed work, where the subject matter falls outside its service scope or where continued performance would in its reasonable judgment be unlawful or misleading.
8. Limitation of Liability
To the maximum extent permitted by applicable law, the aggregate liability of Avelor Labs arising out of or relating to any engagement, whether in contract, tort, warranty, strict liability, or otherwise, shall not exceed the total fees actually paid by the Client to Avelor Labs for the specific engagement giving rise to the claim. Avelor Labs shall have no liability for indirect, incidental, special, consequential, exemplary, or punitive damages, nor for lost profits, lost transaction value, deal failure, foregone or reduced commissions, buyer withdrawal, financing failure, business interruption, or reputational harm, even where advised of the possibility of such damages. Avelor Labs bears no responsibility for outcomes attributable to the accuracy of Client-supplied data, the Client's distribution decisions, or any purchaser's independent evaluation of a transaction.
9. Indemnification
The Client agrees to indemnify, defend, and hold harmless Avelor Labs and its personnel from any claim, demand, liability, loss, or expense, including reasonable legal fees, arising from the Client's distribution of deliverables, from the accuracy or completeness of Client-supplied source material, from any misrepresentation made to a prospective purchaser, or from the Client's breach of these Terms or of any obligation owed to the underlying business owner.
10. Governing Law and Amendment
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Avelor Labs may amend these Terms prospectively by publishing a revised version with an updated effective date; amendments do not apply retroactively to engagements already in production. Where any provision is held unenforceable, the remaining provisions continue in full force.