These Meridian Engagement Terms (the "Terms") are a binding agreement between Pilot to Payoff, LLC, a Minnesota limited liability company ("P2P," "we," "us"), and the business identified at checkout ("Client," "you"), governing your purchase of the Meridian Value Report (the "Report"). By checking the acceptance box and completing your purchase, you agree to these Terms on behalf of the business you represent and confirm you are authorized to do so. These Terms supplement P2P's website Terms of Service; for the Report, these Terms control where they differ.

1. The Engagement and the Deliverable

1.1 The Report. P2P will prepare and deliver the Meridian Value Report: an independent, externally conducted analysis that identifies and quantifies specific opportunities to create value in Client's business, with estimated dollar figures and supporting rationale, prepared using P2P's methodology and information available to P2P, including information Client provides.

1.2 The deliverable is the analysis. The value of the Report is in the quality, transparency, and defensibility of its analysis — figures that show their work and hold up when Client's team examines them — not in any particular number.

1.3 Delivery. P2P will deliver the Report within the timeframe stated at checkout or, if none is stated, within a reasonable period after Client provides the information and access P2P reasonably requests.

1.4 Business purpose. Client is purchasing the Report for business and commercial purposes, and not as a consumer for personal, family, or household use.

2. No Outcome Promise; Targets Are Aspirational

2.1 No guarantee of value. P2P does not guarantee that the Report will identify, or that Client will realize, any particular amount of value. There is no money-back or other guarantee tied to the amount of value identified.

2.2 Targets are aspirational. Any target or standard P2P references in its marketing or materials — including any statement that the Report is "built to surface" a given level of opportunity (such as $5,000,000) — is an aspirational goal and a forecast that reflects how P2P approaches the work. It is not a warranty, guarantee, or promise of any outcome, and it is not a term of these Terms.

2.3 Identified, not realized. Opportunities identified in the Report are estimates of potential value. Whether any is realized depends on Client's own decisions, execution, and circumstances, which are outside P2P's control.

3. Forecasts; No Professional Advice

3.1 Forecasts. The Report's figures are forecasts and estimates based on assumptions, not guarantees of any outcome.

3.2 Not advice. The Report is not legal, regulatory, tax, accounting, investment, or securities advice, and is not a recommendation to buy, sell, or hold any security or to enter into any transaction. P2P advises on the value of Client's business and operations, not on securities. Client is responsible for its own decisions and should consult its own qualified professional advisors before acting on the Report.

4. Fee, Payment, and Taxes

4.1 Fee. The fee for the Report is $15,000 (the "Fee"), due in full at the time of purchase through Stripe, unless a different amount is stated at checkout, in which case that amount is the Fee.

4.2 Taxes. The Fee is exclusive of any applicable sales, use, or similar taxes, which are Client's responsibility.

4.3 Refund regime. Because the Report is custom professional work, the general refund window in P2P's website Terms of Service does not apply to the Report. Refunds for the Report are governed solely by Section 5.

5. Cancellation and Refunds

5.1 Before work begins. Client may cancel and receive a full refund of the Fee at any time before P2P begins work on the Report.

5.2 After work begins. Once P2P has begun work on the Report, the Fee is non-refundable, because the Report is custom professional work prepared specifically for Client.

5.3 If P2P cannot deliver. If P2P determines it cannot complete the Report, it will refund the Fee (or the portion attributable to undelivered work); this is Client's sole remedy in that event.

5.4 Chargebacks. Client agrees to contact P2P and use this Section before initiating a payment dispute or chargeback with its card issuer.

6. Confidentiality

6.1 Mutual. Each party may receive the other's non-public information ("Confidential Information"). Each party will use the other's Confidential Information only for the engagement, protect it with reasonable care, and disclose it only to personnel and advisors who need it and are bound by confidentiality obligations.

6.2 Client data. Information Client provides for the Report is Client's Confidential Information, is treated as confidential, and is not shared with other clients.

6.3 Return or deletion. On Client's written request after delivery, P2P will return or delete Client's materials, except for copies retained for legal or recordkeeping purposes or reflected in P2P's general knowledge, skills, or methodology.

7. Intellectual Property

7.1 P2P retains its IP. P2P owns and retains all right, title, and interest in its methodologies, frameworks, models, analytical processes, software, tools, templates, know-how, and all improvements (the "P2P IP"). Nothing in these Terms transfers any P2P IP to Client.

7.2 License to the Report. Upon P2P's receipt of the Fee in full, P2P grants Client a non-exclusive, non-transferable, perpetual license to use the delivered Report for Client's internal business purposes. Client may share the Report within its organization and with its professional advisors under confidentiality.

7.3 Restrictions. Client may not publish, sell, sublicense, or distribute the Report to third parties for their own use, and may not use the Report or P2P IP to develop a competing product or service or to reverse-engineer P2P's methodology.

8. Warranties and Disclaimer

8.1 Performance. P2P will perform the engagement in a professional and workmanlike manner and in good faith.

8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE REPORT IS PROVIDED "AS IS," AND P2P DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT ANY IDENTIFIED VALUE OR TARGET WILL BE ACHIEVED OR REALIZED.

9. Limitation of Liability

9.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, P2P'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE REPORT OR THESE TERMS WILL NOT EXCEED THE FEE ACTUALLY PAID BY CLIENT.

9.2 Exclusion. P2P WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY.

9.3 Allocation. These limitations reflect the allocation of risk between the parties.

10. Indemnification (Mutual)

10.1 By each party. Each party will defend and indemnify the other against third-party claims to the extent arising from the indemnifying party's breach of these Terms, violation of law, or infringement of a third party's rights.

10.2 By Client. Client will also indemnify P2P against claims arising from Client's use of, or decisions made based on, the Report.

11. Governing Law; Dispute Resolution

11.1 Governing law. These Terms are governed by the laws of the State of Minnesota, without regard to conflict-of-laws rules.

11.2 Arbitration. Any dispute arising out of or relating to the Report or these Terms will be resolved by binding arbitration in Rochester, Minnesota, administered by the American Arbitration Association under its Commercial Arbitration Rules. The parties intend these Terms to be a commercial, business-to-business agreement and not a consumer agreement.

11.3 Waivers. Each party waives any right to a jury trial, and agrees that disputes will be resolved on an individual basis and not as part of any class, consolidated, or representative proceeding. Either party may seek injunctive relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property.

12. Term, Termination, and General

12.1 Term. These Terms apply to the Report engagement. Cancellation and refunds are governed by Section 5.

12.2 Survival. Sections 2, 3, 5, 6, 7, 8, 9, 10, 11, and 12 survive completion or termination.

12.3 Entire agreement. These Terms, together with the website Terms of Service and what is stated at checkout, are the entire agreement regarding the Report and supersede prior discussions. P2P may update these Terms prospectively by posting a new version; the version accepted at purchase governs that purchase.

12.4 Assignment; miscellaneous. P2P may assign these Terms in connection with a sale of its business; Client may not assign without P2P's consent. If any provision is unenforceable, the rest remains in effect. A party's failure to enforce a provision is not a waiver. Neither party is liable for delays beyond its reasonable control. These Terms may be accepted electronically and are valid under the E-SIGN Act and UETA. Notices to P2P: hello@pilottopayoff.com.

Questions: hello@pilottopayoff.com.

Meridian Value Report — Engagement Terms