1. Who these terms cover
CONIM is a product of its parent company, which operates the service and is the party to these terms. In these terms, "CONIM", "we", "us", and "our" mean that company. Disclosure of the parent company is available upon written request to CONIM, 1259 El Camino Real, Unit #1218, Menlo Park, CA 94025. "You" means the person accepting these terms and, if you use the service for a brokerage, firm, or other organization, that organization. If you accept for an organization, you confirm that you have the authority to bind it.
A "Customer" is someone who holds an account to build and share memoranda, such as a business broker, an M&A advisor, or a business owner. A "Buyer" is someone a Customer invites to view a memorandum. Sections 1 through 4 and 12 through 22 apply to everyone. Sections 5 through 11 apply to Customers. Section 13 sets out the additional terms for Buyers.
The service is offered for business and professional use only, to people who are at least 18 years old and located in the United States. It is not offered to consumers for personal, family, or household purposes. If you do not agree to these terms, do not use the service.
2. What CONIM is, and what it is not
CONIM is a software tool for presenting a business that is for sale. It turns documents a Customer supplies into an interactive confidential information memorandum, hosts that memorandum and a related data room behind private links, carries questions and answers between Buyers and the Customer, and records Buyer activity for the Customer.
CONIM is only a tool. In particular:
- CONIM is not a business broker, real estate broker, securities broker-dealer, investment adviser, lender, appraiser, accountant, or law firm, and it does not hold any license to act as one.
- CONIM does not value any business, recommend any price, verify any figure, or give legal, tax, accounting, financial, or investment advice. Nothing produced by the service is advice or an offer to sell or a solicitation to buy securities or any other interest.
- CONIM is not a party to, and has no role in, any listing agreement, confidentiality agreement, negotiation, letter of intent, financing, or sale. We do not represent the seller, the Customer, or any Buyer.
- CONIM does not promise that any business will sell, that any Buyer is qualified or genuine, or that any transaction will close on any terms.
The Customer is the author and publisher of each memorandum and is solely responsible for its content and for complying with the laws, licensing rules, and professional duties that apply to the Customer's work.
3. Your account
You must give accurate information when you create an account and keep it current. You are responsible for everything done through your account, for keeping your sign-in credentials confidential, and for the acts of anyone you allow to use it. Tell us immediately at legal@conim.io if you believe your account has been used without your permission.
We may refuse registration, and we may suspend or close any account, as described in section 11.
4. Using the service properly
You agree not to, and not to let anyone else:
- use the service for anything unlawful, fraudulent, or misleading, or to market a business you are not authorized to market;
- upload content you do not have the right to upload, or content that infringes or violates anyone's rights;
- upload malware or anything designed to disrupt the service, or probe, scan, or test the vulnerability of the service;
- access the service by scraping, crawling, or other automated means, or copy, frame, or mirror any part of it, except as the service itself allows;
- reverse engineer the service or use it to build a competing product;
- share links by unsolicited mass distribution, or resell or sublicense the service;
- attempt to get around access controls, plan limits, usage allowances, or fees; or
- use the service in a way that could damage, overload, or impair it, or harm another user.
We may investigate suspected violations and may remove content or suspend access where we believe, in our sole judgment, that these rules have been broken. We have no duty to review content and do not do so as a matter of course.
5. Your content
"Your Content" means the documents, financial information, photos, video, text, brand materials, answers, and other material you or your users put into the service, together with the memoranda and other output the service generates from it for you.
You keep ownership of Your Content. We do not sell it. You grant CONIM a worldwide, non-exclusive, royalty-free license to host, store, copy, process, adapt, format, transmit, and display Your Content as needed to provide, secure, support, and improve the service. That license includes sending Your Content to the third-party providers we use to run the service, including artificial intelligence providers, and displaying it to the Buyers you invite.
You also agree that CONIM may create de-identified and aggregated information from Your Content and from use of the service, meaning information that does not identify you, the seller, the business, any Buyer, or any individual, and may use that information for any lawful purpose, including to analyze, improve, and develop CONIM's products and systems. We will not use Your Content in identifiable form to train artificial intelligence models, and we do not authorize our artificial intelligence providers to use Your Content to train their general-purpose models.
You represent and warrant, each time you upload or publish, that:
- you own Your Content or have all rights, licenses, consents, and permissions needed to upload it and to grant the license above;
- the owner of the business being presented has authorized you to market it and to disclose the information you upload, and has approved the memorandum before you share it;
- Your Content and your use of it do not violate any law, any confidentiality or other agreement, or any person's privacy, publicity, or intellectual property rights;
- where Your Content includes information about individuals, such as owners, employees, customers, or Buyers, you have given every notice and obtained every consent the law requires, and you have a lawful basis to provide it to us; and
- Your Content is accurate and not misleading to the best of your knowledge.
For personal information contained in Your Content, you decide why and how it is used, and CONIM handles it on your behalf as your service provider. Do not upload information that you are not permitted to share or that the service does not need, such as Social Security numbers, bank account credentials, or health records. If a document contains such information, remove or redact it first.
You are responsible for keeping your own copies of Your Content. The service is not a backup or records-retention system.
6. AI-generated drafts
The service uses artificial intelligence to read Your Content, propose how a memorandum should present the business, draft the memorandum, and answer Buyer questions from the memorandum. These features depend on third-party models and are probabilistic.
AI output may contain errors, omissions, miscalculations, invented or unsupported statements, and misreadings of your documents. Figures may be transcribed, combined, or labeled incorrectly. Output is provided as a draft for your professional review and nothing more.
You are solely responsible for reviewing, correcting, and approving every part of a memorandum and every answer before a Buyer can see it, for obtaining the seller's approval, and for any decision to rely on or publish AI output. Publishing a memorandum is your statement that you have reviewed it and adopt it as your own. CONIM has no liability for any listing, negotiation, diligence finding, valuation, transaction decision, or work product that is based on or includes AI output.
Plans include a limited number of story pitches, builds, and other AI runs. We may change the models and providers we use at any time.
8. Plans, fees, and payment
The plans, prices, listing periods, and usage allowances in effect are those shown on the pricing page and at checkout when you buy. A free account may be limited, changed, or withdrawn at any time.
Fees are charged in advance through our payment processor to the payment method you provide. You authorize us to charge that method for all fees when due, including renewals, extensions, and the reinstatement fee described below. Fees do not include taxes, which you are responsible for where they apply.
A single-memorandum purchase covers one memorandum for the listing period stated at checkout. When that period ends, the memorandum goes offline unless you buy an extension, which is charged monthly in advance until you cancel it.
SUBSCRIPTIONS RENEW AUTOMATICALLY EACH MONTH AT THE THEN-CURRENT PRICE UNTIL YOU CANCEL. You may cancel online at any time in your account. Cancellation takes effect at the end of the period you have already paid for, and you will not be charged again after it.
ALL FEES ARE NON-REFUNDABLE. We do not give refunds or credits for partial periods, unused listing time, unused allowances, a memorandum you chose not to publish, a business that sold or was withdrawn, downgrades, or cancellation, except where the law requires a refund.
If a charge fails, we may retry it. If payment has not succeeded after the third attempt, we may suspend or cancel your account and take your memoranda offline without further notice. To reinstate a canceled account you must pay all amounts owed plus a one-time reinstatement fee of $300. Reinstatement is at our discretion and is not guaranteed if Your Content has already been deleted under section 11.
If you dispute a charge with your card issuer instead of contacting us first, we may suspend your account while the dispute is open. We may change prices by giving at least 30 days' notice; the new price applies from your next renewal or purchase after the notice period.
9. Confidentiality and security
We treat Your Content as confidential. We use it only as these terms and our Privacy Policy allow, and we limit access to those of our personnel and providers who need it to run the service.
We maintain administrative, technical, and physical safeguards that are reasonable for a service of this kind and designed to protect Your Content. No system is completely secure, and we do not guarantee that unauthorized parties will never gain access. If we become aware of a security incident that results in unauthorized access to Your Content, we will notify you without undue delay.
Our obligations do not cover information that is or becomes public through no fault of ours, that you share with Buyers or anyone else, or that we must disclose by law or court order.
10. Our service and intellectual property
CONIM and its licensors own the service, including its software, design, templates, layouts, text, graphics, and trademarks. These terms give you a limited, revocable, non-exclusive, non-transferable right to use the service for your internal business purposes while you comply with them. All other rights are reserved.
If you send us ideas or feedback, we may use them without restriction or payment. We may identify aggregate facts about the service publicly, but we will not name you or a business you present as a customer without your permission.
The service relies on third-party providers for hosting, storage, sign-in, payments, and artificial intelligence. We are not responsible for their acts or outages, and your use of features they power may be subject to their terms.
We may add, change, or remove features at any time. We do not promise that the service will be uninterrupted or available at any particular time, and we do not offer a service-level agreement.
11. Term, suspension, and termination
These terms apply for as long as you have an account or use the service. You may stop using the service and close your account at any time.
We may suspend or terminate your access, or take any memorandum offline, immediately and without liability if you breach these terms, if payment fails, if we believe your use creates legal or security risk for us or anyone else, or if we are required to by law. We may also stop offering the service, in whole or in part, by giving reasonable notice.
When your subscription ends, your listing period expires without an extension, or your account is closed or terminated, your memoranda and links stop working. For 30 days after that date you may ask us for a copy of the source files you uploaded, provided all amounts owed have been paid. After 30 days we may delete Your Content and have no obligation to keep or return it. Copies may remain in backups for a limited time before they are overwritten, and we may keep records such as acceptance logs, activity logs, and billing records where we need them for legal, security, or accounting reasons.
Sections that by their nature should continue, including those on Your Content warranties, fees owed, disclaimers, limits on liability, indemnity, and disputes, survive the end of these terms.
12. Communications
You agree that we may send you notices and other communications electronically, to the email address on your account or within the service, and that these satisfy any legal requirement that a communication be in writing.
We may send you emails about your account and the service. We may also send marketing emails; you can unsubscribe from marketing at any time using the link in the message. When the service emails a Buyer an invitation or a notice about a memorandum, it does so for the Customer who invited them.
13. Terms for buyers
If you were invited to view a memorandum, these additional terms apply to you.
- Access is personal to you and by invitation only. Do not share your link.
- The memorandum and data room belong to the Customer who invited you and the business it describes. They are confidential. Any confidentiality terms you accept at the gate are an agreement between you and that Customer, and they may be enforced against you.
- Your activity is recorded and shown to the Customer who invited you. This includes when you open the memorandum, which parts you read and for how long, the questions you ask, the files you download, and the name and IP address recorded when you accept the confidentiality terms.
- Do not copy, scrape, record, or redistribute the content beyond what your confidentiality terms allow.
- CONIM did not write, verify, or audit the memorandum, and does not vouch for any statement or figure in it. Some answers to your questions are generated by AI from the memorandum and may be wrong. Nothing in it is advice, an offer, or a recommendation from CONIM. Do your own diligence and take your own professional advice.
- The Customer can end your access at any time. CONIM owes you no duty to provide or continue access.
14. Disclaimers
THE SERVICE, ALL AI OUTPUT, AND EVERYTHING MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE FULLEST EXTENT THE LAW ALLOWS, CONIM AND ITS OWNERS, PERSONNEL, AND PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR TRADE USAGE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY CONTENT OR OUTPUT IS ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE, THAT ANY BUYER IS GENUINE OR QUALIFIED, OR THAT ANY BUSINESS WILL SELL. YOU USE THE SERVICE AT YOUR OWN RISK.
15. Limits on our liability
TO THE FULLEST EXTENT THE LAW ALLOWS, CONIM AND ITS OWNERS, PERSONNEL, AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST COMMISSIONS, LOST DEALS OR BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF WE HAVE BEEN TOLD THE DAMAGES ARE POSSIBLE.
TO THE FULLEST EXTENT THE LAW ALLOWS, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO CONIM IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR A CLAIM THAT RELATES TO A SINGLE-MEMORANDUM PURCHASE, THE LIMIT IS THE FEES YOU PAID FOR THAT MEMORANDUM. IF YOU HAVE PAID NOTHING, INCLUDING IF YOU ARE A BUYER OR USE A FREE ACCOUNT, THE LIMIT IS $100.
These limits apply to every claim, whether in contract, tort, negligence, strict liability, or otherwise, and even if a remedy fails of its essential purpose. They reflect the price of the service and are a basic part of the bargain between us. Some laws do not allow certain limits; where that is so, our liability is limited to the smallest amount the law permits.
16. Your indemnity
You will defend, indemnify, and hold harmless CONIM and its owners, personnel, and providers from any claim, demand, loss, liability, damage, fine, cost, or expense, including reasonable attorneys' fees, arising out of or relating to:
- Your Content, including any claim that it is inaccurate, misleading, unauthorized, or infringes or violates anyone's rights;
- any memorandum you publish and any listing, marketing, negotiation, or transaction connected with it;
- any dispute between you and a seller, a Buyer, another broker, a lender, a regulator, or anyone else;
- your breach of these terms or of any law, license requirement, or professional duty; and
- use of the service through your account.
We may take over the defense of any such claim at your expense, and you will cooperate with us. You may not settle a claim in a way that imposes an obligation on CONIM without our written consent.
17. Disputes and arbitration
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE ARBITRATED ONE AT A TIME AND LIMITS HOW YOU CAN SEEK RELIEF.
Before starting any proceeding, the party with a complaint must send the other a written description of the dispute and the relief sought. Notices to CONIM go to legal@conim.io. The parties will try in good faith to resolve it for 30 days after the notice is received.
If it is not resolved, any dispute, claim, or controversy arising out of or relating to the service or these terms, including whether a claim must be arbitrated, will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will take place in the State of Florida or, at CONIM's election, by video conference. The Federal Arbitration Act governs this section. Judgment on the award may be entered in any court with jurisdiction.
YOU AND CONIM EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR TAKE PART IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Claims may be brought only by a party on its own behalf, and the arbitrator may not combine the claims of more than one person or award relief to anyone who is not a party.
Two exceptions apply. Either party may bring an individual claim in small claims court in Florida if it qualifies. And either party may go to court for an injunction or other equitable relief to protect its confidential information or intellectual property, or to collect unpaid fees.
Any claim must be started within one year after the event giving rise to it, or it is permanently barred. If any part of this section is found unenforceable, the rest remains in effect, except that if the class waiver is found unenforceable for a claim, that claim will be decided in court and not in arbitration.
18. Governing law and venue
These terms and any dispute arising out of or relating to them or the service are governed by the laws of the State of Florida, without regard to its conflict of laws rules. For any matter that is permitted to proceed in court, you and CONIM agree to the exclusive jurisdiction and venue of the state and federal courts located in Florida and waive any objection to them.
19. Changes to these terms
We may update these terms from time to time. The current version is always posted on this page with its effective date. If a change is material, we will give notice by email or in the service before it takes effect. Using the service after the effective date means you accept the updated terms. If you do not agree, stop using the service and cancel before then.
20. Copyright complaints
We respect intellectual property rights and expect Customers to do the same. If you believe that material hosted on the service infringes a copyright you own or control, send a written notice to legal@conim.io that includes:
- your physical or electronic signature;
- identification of the copyrighted work you say has been infringed;
- identification of the material you say is infringing and where it is located on the service, with enough detail for us to find it;
- your name, address, telephone number, and email address;
- a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
- a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or are authorized to act for the owner.
We may remove or disable access to material identified in a notice, notify the Customer who posted it, and suspend or terminate the accounts of repeat infringers. A Customer whose material was removed may send a counter-notice to the same address explaining why the removal was a mistake. Knowingly sending a false notice or counter-notice can create liability.
CONIM may, routinely or at its discretion, register a designated copyright agent with the United States Copyright Office. Unless and until a registered agent is listed, copyright notices should be sent to legal@conim.io or mailed to the address in the Contact section.
21. General
These terms, the Privacy Policy, and the plan details shown at checkout are the entire agreement between you and CONIM about the service and replace any earlier understanding. If these terms conflict with anything else on the website, these terms control.
You may not assign or transfer these terms without our written consent. We may assign them, including to a successor entity or in connection with a merger, reorganization, or sale of assets. If any provision is found unenforceable, it will be enforced to the extent possible and the rest will remain in effect. Our failure to enforce a provision is not a waiver. We are not liable for any delay or failure caused by events beyond our reasonable control. Nothing in these terms creates a partnership, agency, or employment relationship, and there are no third-party beneficiaries.
22. Contact
Questions about these terms, and all legal notices, should be sent to legal@conim.io. Written requests, including requests for disclosure of the parent company, may be mailed to CONIM, 1259 El Camino Real, Unit #1218, Menlo Park, CA 94025.