Terms of Use and Disclaimer

These Terms of Use and Disclaimer (“Terms”) govern your access to and use of any website, tool, or service operated under the Exit Lab brand by Second Chair Advisory LLC (“Second Chair Advisory,” “we,” “us,” or “our”), including but not limited to exitlab.com, exitlabhvac.com, exitlabhomecare.com, and any associated subdomains (collectively, the “Platform”). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Platform.

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1. About the Platform

Exit Lab is a proprietary exit readiness and valuation estimation platform operated by Second Chair Advisory LLC. The Platform provides educational tools, including valuation scanners, exit readiness assessments, financial calculators, industry guides, and related content, designed to help business owners understand the factors that influence the value and marketability of their businesses.

The Platform also operates as a lead generation and referral service. When you complete the scanner and consent, Exit Lab refers your information to an affiliated lower-middle-market investment bank and/or select vetted M&A partner firms. These recipient firms may be affiliated with, owned by, or under common ownership with Second Chair Advisory LLC. Second Chair Advisory LLC may receive referral fees or other compensation for these referrals, as described in our Privacy Policy.

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2. No Advisory Relationship

Use of the Platform does not create a client-advisor, fiduciary, or professional services relationship between you and Second Chair Advisory LLC, Exit Lab, or any affiliated or partner firm. The Platform is an educational and informational resource. No information provided through the Platform, including valuation range estimates, readiness scores, reports, guides, or calculator outputs, constitutes professional valuation, financial, legal, tax, or investment advice.

You should consult qualified professionals, including certified business appraisers, M&A attorneys, certified public accountants, and licensed financial advisors, before making any decisions regarding the sale, transfer, or restructuring of your business.

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3. Valuation Estimates and Readiness Scores

The valuation range estimates and exit readiness scores generated by the Platform are educational estimates only. They are based on general industry data, publicly available market multiples, and the self-reported information you provide through the scanner. These estimates:

Second Chair Advisory LLC makes no representation or warranty regarding the accuracy, completeness, or reliability of any valuation estimate, readiness score, or other output generated by the Platform.

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4. Referrals, Lead Routing, and Commercial Relationships

4.1 How the Platform Works

The Exit Lab platform is a lead generation and referral service. When you complete the scanner and consent, Exit Lab refers your information to an affiliated lower-middle-market investment bank and/or select vetted M&A partner firms. These recipient firms may be affiliated with, owned by, or under common ownership with Second Chair Advisory LLC. Second Chair Advisory LLC may receive referral fees or other compensation in connection with these referrals.

4.2 Consent to Share Information

By completing the scanner and affirmatively consenting at the point of scanner completion, you authorize Second Chair Advisory LLC to share your contact information, business information, and scanner results with affiliated and partner firms, including firms under common ownership with Second Chair Advisory LLC. The consent process is described in our Privacy Policy.

4.3 Affiliated or Partner Firm Contact

The affiliated or partner firm that receives your information may contact you by email, phone, or mail to discuss your exit readiness results and to offer advisory or investment banking services. By consenting to data sharing at the point of scanner completion, you acknowledge that you may be contacted by that firm. You always control your timeline and your decision, and you may decline any engagement.

4.4 Relationship Between You and the Recipient Firm

Any engagement, advisory relationship, or transaction that results from a referral facilitated by the Platform is between you and the affiliated or partner firm. Second Chair Advisory LLC is not a party to, and assumes no responsibility for, any such engagement or transaction. Partner firms that are not under common ownership with Second Chair Advisory LLC are independent entities that maintain their own regulatory compliance, licensing, and professional obligations.

4.5 No Endorsement

A referral to an affiliated or partner firm does not constitute an endorsement, recommendation, or guarantee of that firm’s qualifications, competence, or suitability for your specific situation. You are responsible for conducting your own due diligence before engaging any advisor or investment banking firm.

4.6 No Obligation

Completing the scanner and consenting to data sharing does not obligate you to engage any affiliated or partner firm, enter into any agreement, or proceed with any transaction.

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5. Data Ownership and Intellectual Property

5.1 Platform Content

All content on the Platform, including text, graphics, logos, images, data compilations, software, tools, calculators, reports, guides, and the design and arrangement thereof, is the property of Second Chair Advisory LLC and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise use any Platform content without the prior written consent of Second Chair Advisory LLC.

5.2 Scanner Data

All data submitted through the Platform, including data submitted through Partner Scanner subdomains, is owned by Second Chair Advisory LLC. By submitting information through the scanner, you grant Second Chair Advisory LLC a perpetual, irrevocable, worldwide, royalty-free license to use, store, process, analyze, aggregate, publish, license, and commercialize your submitted data for the purposes described in our Privacy Policy, including referrals to affiliated and partner firms, market research, industry reporting, aggregate data licensing, product development, and business operations. This license survives any termination of your use of the Platform.

5.3 Trademarks

“Exit Lab,” “Second Chair Advisory,” and all associated logos, product names, and service names are trademarks or service marks of Second Chair Advisory LLC. You may not use these marks without the prior written consent of Second Chair Advisory LLC.

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6. Cost of Services

6.1 Free Tools and Reports

All tools, calculators, reports, and educational resources currently available on the Platform are provided at no cost. There are no hidden fees, paywalls, or premium tiers. You are not required to provide payment information to use any feature of the Platform.

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7. User Responsibilities

By using the Platform, you represent and warrant that:

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8. Electronic Communications Consent

By providing your email address through the scanner or any other form on the Platform, you consent to receive electronic communications from Second Chair Advisory LLC, including your exit readiness report, follow-up emails related to your scanner results, educational content about exit planning, and operational communications about the Platform. You may withdraw your consent to receive marketing communications at any time by clicking the unsubscribe link in any email. Transactional communications related to your scanner results and report delivery are necessary to deliver the service you requested and are not subject to marketing opt-out requests.

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9. Limitation of Liability

To the fullest extent permitted by applicable law, Second Chair Advisory LLC, its officers, directors, members, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

In no event shall the aggregate liability of Second Chair Advisory LLC for all claims arising out of or relating to these Terms or your use of the Platform exceed one hundred dollars ($100).

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10. Indemnification

You agree to indemnify, defend, and hold harmless Second Chair Advisory LLC, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with your use of the Platform, your violation of these Terms, your violation of any rights of any third party, or any dispute between you and an affiliated or partner firm to which you were referred through the Platform.

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11. Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws provisions.

11.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Oakland County, Michigan. Judgment on the arbitration award may be entered in any court having jurisdiction.

11.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you waive any right to a jury trial.

11.4 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court in Oakland County, Michigan, provided the claim falls within the jurisdictional limits of that court.

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12. Disclaimer of Warranties

The Platform is provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Second Chair Advisory LLC does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

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13. Third-Party Links and Content

The Platform may contain links to third-party websites, tools, resources, or services that are not operated or controlled by Second Chair Advisory LLC. We are not responsible for the content, accuracy, privacy practices, or availability of any third-party websites or resources. The inclusion of any link does not imply endorsement by Second Chair Advisory LLC. You access third-party websites at your own risk.

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14. Force Majeure

Second Chair Advisory LLC shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, government actions, war, terrorism, civil unrest, power outages, internet service disruptions, or failures of third-party service providers.

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15. Affiliated and Partner Firms

When you consent, Exit Lab may refer your information to an affiliated lower-middle-market investment bank and/or to select vetted M&A partner firms. These recipient firms may be affiliated with, owned by, or under common ownership with Second Chair Advisory LLC, and Second Chair Advisory LLC may receive referral fees or other compensation in connection with these referrals. Each such firm is responsible for its own use of your information, its data-protection obligations, and its compliance with applicable laws. Any engagement you enter into with such a firm is solely between you and that firm and does not create any rights or obligations for Second Chair Advisory LLC. You control the timeline and the decision and may decline at any time.

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16. Modifications to These Terms

Second Chair Advisory LLC reserves the right to modify these Terms at any time. When we make material changes, we will update the “Last Updated” date at the top of this page. Your continued use of the Platform after any changes constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically.

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17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

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18. Entire Agreement

These Terms, together with our Privacy Policy and M&A Broker Exemption Disclosure, constitute the entire agreement between you and Second Chair Advisory LLC regarding your use of the Platform and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and Second Chair Advisory LLC.

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19. Contact Information

If you have questions about these Terms, contact us at:

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These Terms of Use and Disclaimer apply to all websites and services operated under the Exit Lab brand by Second Chair Advisory LLC, including exitlab.com, exitlabhvac.com, exitlabhomecare.com, and all associated subdomains.