Legal

Terms of Service

Please read these terms carefully before using the DueDilio platform. They govern your rights and responsibilities as a user.

Last updated: June 27, 2026
DueDilio LLC
Miami, FL & Delaware

Table of Contents

Effective: January 1, 2025
Questions about these Terms?

PLEASE READ THESE TERMS CAREFULLY. By accessing or using the DueDilio platform — including the website at www.duedilio.com and the application at app.duedilio.com — you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree, you may not access or use the Platform. These Terms apply to all users, including buyers, sellers, intermediaries, service providers, and referral partners.

1.

Overview

DueDilio LLC (“DueDilio,” “Company,” “we,” “us,” or “our”) is a Delaware limited liability company with its principal place of business in Miami, Florida. DueDilio operates a curated online marketplace (the “Platform”) connecting individuals and entities engaged in lower-middle-market business acquisitions, divestitures, and related transactions — including buyers, sellers, business brokers, and M&A advisory firms — with vetted third-party M&A service providers (“Service Providers”). The Platform serves transactions generally ranging from $300,000 to $25 million in deal value.

The Platform includes the marketing website at www.duedilio.com (the “Site”) and the web application at app.duedilio.com (the “App”), collectively the “Platform.” Service Providers offer professional services such as quality of earnings analysis, financial due diligence, legal advisory, business valuation, accounting, post-acquisition consulting, and related transaction support.

These Terms of Service govern all access to and use of the Platform. Users who submit projects to receive proposals are referred to as “Clients.” Service Providers who participate in the DueDilio network are also bound by a separate Provider Agreement.

2.

Platform Access & License

2.1 Eligibility

The Platform is intended solely for individuals 18 years of age or older with the legal capacity to enter into binding contracts. By using the Platform, you represent and warrant that you: (a) are at least 18 years old; (b) have the authority to enter into these Terms on behalf of yourself or the organization you represent; (c) have not been previously suspended or removed from the Platform; and (d) are not prohibited from using the Platform under applicable law.

2.2 Limited License

Subject to these Terms, DueDilio grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely in connection with your lawful business acquisition, divestiture, transaction advisory, or related M&A support activities, and solely for your internal business purposes. This license does not include the right to: (a) sublicense, sell, rent, or otherwise commercially exploit the Platform or access to DueDilio’s provider network as a standalone product; (b) modify, reverse engineer, or disassemble any part of the Platform; (c) use the Platform to build a competitive product or service; (d) share login credentials with third parties; or (e) use automated tools to scrape or extract data from the Platform without prior written consent.

2.3 Modifications; Availability

DueDilio reserves the right, at any time and without notice, to modify, suspend, or discontinue the Platform (in whole or in part). We are not liable to you or any third party for any such modification, suspension, or discontinuation.

2.4 Geographic Scope

DueDilio is operated from Miami, Florida, United States, and serves Clients and Service Providers globally. The Platform is available to users worldwide, subject to applicable local laws. By using the Platform, you represent that your use does not violate any laws or regulations applicable to you in your jurisdiction. You are solely responsible for compliance with the laws of your country or territory in connection with your use of the Platform.

3.

Accounts & Registration

To submit a project or access certain Platform features, you must create an account (“Account”). You agree to: (a) provide accurate, current, and complete registration information; (b) maintain and promptly update your information; (c) keep your login credentials confidential; and (d) notify DueDilio immediately at hey@duedilio.com of any unauthorized use of your Account.

You are solely responsible for all activity conducted under your Account. DueDilio is not liable for any loss arising from unauthorized Account access resulting from your failure to safeguard your credentials. Account creation is free; the Platform Access Fee is required only to submit a project and receive proposals.

4.

Fees & Payments

4.1 Platform Access Fee

Clients wishing to receive proposals from Service Providers must pay a one-time, non-refundable Platform Access Fee of $149. The Access Fee unlocks project submissions and provider matching for all projects submitted during the active life of your Account, subject to DueDilio’s right to modify Platform features and fee structures in accordance with Section 17.5. DueDilio does not charge transaction commissions, success fees, or engagement fees in connection with any services rendered by Service Providers to Clients.

4.2 Concierge Add-On

Clients may optionally purchase the DueDilio Concierge service for an additional one-time fee of $399. The Concierge service provides enhanced project scoping support, provider matching assistance, and facilitated communication. The Concierge Fee is non-refundable once Concierge services have commenced.

4.3 Service Provider Fees

Service Providers in the DueDilio network are subject to fees as follows:

  • Attorneys and law firms: Pay an annual membership fee to participate in the provider network.
  • All other Service Providers: Pay a referral fee equal to 15% of all gross fees collected from a referred Client during the 24-month Referral Fee Period (defined below), regardless of whether those engagements are booked through the Platform or entered into directly between the parties. The Referral Fee Period begins on the date of first introduction between the Service Provider and the Client through the Platform and runs for 24 months from that date. All revenue the Service Provider generates from that Client during the Referral Fee Period — across any project, engagement, or service — is subject to the 15% referral fee. The Referral Fee Period is fixed from first introduction and does not reset or extend based on subsequent engagements or communications.

Service Providers are prohibited from passing DueDilio referral fees through to Clients as a line-item charge. Referral fee obligations survive termination of a Service Provider’s Account for any engagements that commenced during an active Referral Fee Period.

4.4 Free Browsing

You may browse the Platform, review publicly available information, and create a free Account without paying the Access Fee. The Access Fee is required only to submit a project and receive proposals.

4.5 Payment Processing

All payments are processed through third-party payment processors. By submitting payment, you authorize DueDilio and its payment processor to charge the applicable fee to your payment method. DueDilio does not store full payment card information. You are responsible for any applicable taxes.

4.6 Disputes; Chargebacks

All fees are non-refundable except as expressly stated in these Terms. If you have a billing concern, you must contact DueDilio at hey@duedilio.com within 30 days of the charge and allow DueDilio a reasonable opportunity to resolve the issue before initiating a chargeback or dispute with your payment provider. Initiating a chargeback or payment dispute without first contacting DueDilio is a breach of these Terms. If a chargeback is initiated, DueDilio reserves the right to suspend your Account pending resolution and to recover any amounts reversed by your payment provider, including dispute fees charged to DueDilio by the payment processor. You agree to cooperate with DueDilio and the payment processor in any investigation of a disputed charge.

5.

Provider Matching; No Advisory Role

5.1 Marketplace Role Only

DueDilio is a curated marketplace platform. DueDilio’s role is limited to: (a) maintaining a network of vetted Service Providers; (b) facilitating introductions between Clients and Service Providers based on project parameters submitted by Clients; and (c) providing the Platform as a tool for communication and project management. DueDilio is not a party to any engagement between a Client and a Service Provider.

5.2 No Professional Services

DueDilio does not provide, and the Platform does not constitute, any form of investment banking, M&A advisory, legal, financial, accounting, tax, or other professional advisory services. No information, proposal, match, or communication on or through the Platform should be construed as professional advice of any kind. Clients are solely responsible for independently evaluating Service Providers. Any decision to hire a Service Provider or act on information obtained through the Platform is made entirely at the Client’s own risk.

5.3 No Guarantee of Results

DueDilio does not guarantee that: (a) any Client will receive a proposal; (b) any matched Service Provider will be suitable for a Client’s needs; (c) any transaction will close; or (d) any services rendered will meet a Client’s expectations. DueDilio is not liable for the quality, accuracy, or completeness of any services rendered by Service Providers.

5.4 Independent Engagements

Any engagement between a Client and a Service Provider is a separate, independent contract directly between those parties. DueDilio is not a party to any such engagement and is not responsible for the performance of any Service Provider. Clients and Service Providers are solely responsible for negotiating and entering into any engagement letters, scope-of-work agreements, or other contracts governing their relationship.

5.5 Client-Provider Disputes

DueDilio is not a party to and has no obligation to mediate, arbitrate, or resolve any dispute that arises between a Client and a Service Provider arising from or relating to a service engagement. If a dispute arises, DueDilio encourages the parties to resolve it directly. DueDilio may, at its sole discretion and without any obligation to do so, facilitate communication between the parties or provide relevant Platform records in connection with a dispute. DueDilio reserves the right to take Platform-level action — including suspension or removal of a Service Provider — based on patterns of disputes or conduct that violates the Provider Agreement or these Terms, without this constituting any adjudication of the underlying client-provider dispute.

6.

Service Providers

6.1 DueDilio Verified™ Standard

DueDilio applies a vetting process to Service Providers admitted to the network (“DueDilio Verified™”). This process may include, at DueDilio’s sole discretion: review of professional credentials and licenses; assessment of professional history, experience level, and industry background; review of client references and publicly available professional information; verification of website and LinkedIn profiles; evaluation of risk disclosures, including disclosed history of material negative client outcomes, terminated engagements, and legal, regulatory, or professional disciplinary actions; and any additional due diligence DueDilio deems appropriate. DueDilio Verified™ status reflects that a Service Provider has met DueDilio’s admission standards at the time of vetting; it does not constitute an endorsement, guarantee of quality, or warranty regarding that Service Provider’s services or fitness for any particular engagement.

6.2 Network Admission; Removal

DueDilio reserves the right to admit, decline, suspend, or remove any Service Provider from the network at any time in its sole discretion. A one-strike policy applies to certain conduct, including: misrepresentation of credentials or qualifications; deliberate omission or misrepresentation of material information in the vendor application, including risk disclosures (negative client outcomes, legal/regulatory/disciplinary history); solicitation of Clients outside the Platform in violation of Section 9.2; and violation of these Terms or the Provider Agreement.

6.3 Provider Representations

Each Service Provider represents and warrants that: (a) all information submitted in connection with network admission is accurate and complete; (b) the Service Provider holds all licenses and credentials required to perform offered services; (c) the Service Provider will perform services competently and professionally; and (d) the Service Provider will comply with all applicable laws and professional standards.

6.4 Client Representations

Each Client represents and warrants that: (a) all project information submitted through the Platform is accurate, complete, and not misleading; (b) the Client has the legal authority to share any business, financial, or deal-related information submitted, including that no such submission violates any non-disclosure agreement, confidentiality obligation, or third-party rights; (c) the Client has a genuine and lawful intent to explore or pursue a business acquisition, divestiture, or related transaction, and is not using the Platform to gather competitive intelligence, conduct market research for purposes unrelated to a bona fide transaction, or circumvent any Service Provider’s proprietary information; (d) the Client has or reasonably expects to have the financial capacity to pursue the transaction described in the submitted project; and (e) if acting on behalf of an organization, the Client has the authority to bind that organization to these Terms.

7.

Referral Partner Program

DueDilio maintains a Referral Partner Program through which certain third parties (“Referral Partners”) direct Clients to the Platform in exchange for referral compensation paid by DueDilio. The terms of Referral Partner participation are governed by a separate Referral Partner Agreement.

DueDilio may compensate Referral Partners who direct Clients to the Platform. The existence of a Referral Partner relationship does not affect the Platform Access Fee charged to Clients, and DueDilio’s matching and curation standards apply equally regardless of how a Client arrives on the Platform. DueDilio complies with applicable disclosure requirements, including the FTC’s guidelines on material connections (16 C.F.R. Part 255). Referral Partners who are attorneys are required by their applicable Referral Partner Agreement to comply with all state bar rules governing attorney referral arrangements, including any applicable disclosure obligations to their clients. Referral Partners do not have access to Client project data or personal information except as separately authorized by the Client.

8.

User Content & Confidentiality

8.1 Definition & Responsibility

“User Content” means any information, data, documents, or communications you submit through the Platform, including project descriptions, deal parameters, financial information, business information, proposals, and messages. You are solely responsible for your User Content and represent and warrant that: (a) you own or have the right to submit it; (b) it does not violate any third-party rights; and (c) it does not contain false, misleading, or fraudulent information.

8.2 License to DueDilio

By submitting User Content, you grant DueDilio a non-exclusive, worldwide, royalty-free license to use, reproduce, display, process, modify, and create derivative works of your User Content solely as necessary to: (a) operate the Platform and provide the services described in these Terms; (b) improve, test, and develop Platform features; and (c) generate aggregated, de-identified, or anonymized data and reports that cannot reasonably identify you or your transaction, for DueDilio’s internal research and analytics purposes. DueDilio does not claim ownership of your User Content, and the license above does not permit DueDilio to sell, publicly disclose, or otherwise commercialize your identifiable User Content.

8.3 Confidentiality Obligations

Users are responsible for safeguarding sensitive or confidential business information shared through the Platform. Do not share information on the Platform that you are not authorized to disclose or that is subject to non-disclosure agreements with third parties, unless such disclosure is authorized.

Client obligations: Clients acknowledge that Service Provider proposals, pricing, methodology, firm credentials, personnel information, and related materials submitted through the Platform (“Provider Materials”) constitute confidential and proprietary information of the relevant Service Provider. Clients agree to: (a) use Provider Materials solely for the purpose of evaluating whether to engage the applicable Service Provider; (b) not disclose Provider Materials to any third party without the relevant Service Provider’s written consent; and (c) not use Provider Materials to solicit competing bids from parties not on the DueDilio Platform or to reverse-engineer a Service Provider’s proprietary methodology or pricing structure.

Provider obligations: Service Providers acknowledge that Client project information, deal parameters, financial data, target company details, and related materials (“Client Materials”) constitute confidential and proprietary information of the relevant Client. Service Providers agree to use Client Materials solely for the purpose of preparing proposals and, if engaged, delivering services, and to maintain the confidentiality of Client Materials consistent with the Provider Agreement.

These confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed without use of the confidential information; or (iv) is required to be disclosed by law or court order, provided the disclosing party provides prompt written notice to allow the other party to seek a protective order.

8.4 Feedback

If you provide DueDilio with feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to DueDilio all rights in such Feedback, and DueDilio may use it in any manner without obligation to you.

9.

Acceptable Use & Non-Circumvention

9.1 Prohibited Conduct

You agree not to use the Platform to:

  • Violate any applicable law, regulation, or third-party rights;
  • Submit false, misleading, fraudulent, or deceptive project information or provider credentials;
  • Circumvent the Platform or DueDilio’s fee structure by engaging directly with Service Providers identified through the Platform;
  • Upload malicious code, viruses, or other harmful software;
  • Harvest, scrape, or collect user data from the Platform without authorization;
  • Interfere with or disrupt the integrity, security, or operation of the Platform;
  • Impersonate any person or entity or misrepresent your affiliation with any organization; or
  • Use the Platform for any purpose competitive with DueDilio’s business.

DueDilio reserves the right to investigate and, in its sole discretion, remove content or suspend or terminate any Account in violation of this Policy without prior notice.

9.2 Non-Circumvention

Non-Circumvention Period. For a period of 24 months from the date on which a Client is first introduced to a Service Provider through the Platform (the “Non-Circumvention Period”), both the Client and Service Provider agree that any services provided by that Service Provider to that Client — whether booked through the Platform or directly between the parties — are subject to DueDilio’s referral fee as described in Section 4.3. The Non-Circumvention Period is fixed from the date of first introduction and does not reset or extend based on subsequent engagements, projects, or communications between the parties.

Prohibited Conduct. During the Non-Circumvention Period, you agree not to, directly or indirectly: (a) structure, invoice, or receive payment for services in a manner designed to conceal, underreport, or avoid the referral fee owed to DueDilio; (b) facilitate or encourage a counterparty to misrepresent the scope or value of any engagement in order to reduce the referral fee; or (c) otherwise interfere with DueDilio’s ability to collect the referral fees it is owed. This restriction applies to Clients, Service Providers, and any affiliate, employee, agent, or successor acting on their behalf.

Liquidated Damages. You acknowledge that circumvention or underreporting of fees owed to DueDilio causes harm that is difficult to quantify with precision. Accordingly, if you violate this Section 9.2, you agree to pay DueDilio liquidated damages equal to: (i) for Service Providers, 15% of all gross fees received from the relevant Client during the applicable Non-Circumvention Period, including any amounts that were concealed, underreported, or invoiced outside the Platform; and (ii) for Clients, an amount equivalent to the referral fee that DueDilio would have received had the engagement been accurately reported. These amounts represent a reasonable pre-estimate of DueDilio’s harm and are not a penalty.

Platform Conversion. If a Client and Service Provider wish to engage for services outside the Platform during the Non-Circumvention Period, the referral fee obligation under Section 4.3 continues to apply. Parties may contact hey@duedilio.com to discuss the mechanics of off-platform invoicing and fee remittance.

Enforcement. Violation of this Section is a material breach of these Terms. In addition to liquidated damages, DueDilio reserves the right to suspend or permanently terminate the Accounts of all parties involved, seek injunctive relief, and pursue all other remedies available at law or in equity.

10.

Intellectual Property

The Platform and all content, features, functionality, design, code, logos, trademarks (including “DueDilio®” and “DueDilio Verified™”), service marks, and other intellectual property therein (collectively, “DueDilio IP”) are owned by DueDilio LLC or its licensors. No rights in DueDilio IP are transferred to you under these Terms except the limited license in Section 2. You may not use DueDilio’s name, logo, or marks without prior written consent.

11.

Third-Party Links & Services

The Platform may contain links to third-party websites or services not owned or controlled by DueDilio. DueDilio assumes no responsibility for the content, privacy policies, or practices of any third-party websites. You access third-party sites at your own risk. The Platform may also integrate with third-party payment processors, communication tools, or analytics services, which may be subject to separate terms and privacy policies.

12.

Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DUEDILIO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DUEDILIO DOES NOT WARRANT THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE.

DueDilio makes no representation or warranty regarding the qualifications, competence, or conduct of any Service Provider. DueDilio Verified™ status is not a guarantee of service quality or fitness for any particular purpose.

13.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DUEDILIO LLC, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF OR INABILITY TO USE THE PLATFORM; (B) THE CONDUCT OR PERFORMANCE OF ANY SERVICE PROVIDER; (C) ANY TRANSACTION OR ENGAGEMENT BASED ON INFORMATION OBTAINED THROUGH THE PLATFORM; OR (D) ANY OTHER MATTER RELATING TO THE PLATFORM.

IN NO EVENT WILL DUEDILIO’S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO DUEDILIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

14.

Indemnification

You agree to defend, indemnify, and hold harmless DueDilio LLC, its members, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and attorneys’ fees arising out of or relating to: (a) your use of or access to the Platform; (b) your breach of these Terms; (c) your User Content; (d) your violation of any applicable law; (e) any dispute between you and a Service Provider or third party; or (f) any transaction or engagement you enter into based on information obtained through the Platform.

15.

Term & Termination

15.1 Term

These Terms are effective from the date you first access or use the Platform and remain in effect until terminated as described below.

15.2 Termination for Cause (Immediate)

DueDilio may terminate or suspend your Account immediately, without prior notice, upon: (a) a material breach of these Terms, including but not limited to circumvention of the Platform, fraud, misrepresentation of credentials, submission of false or misleading information, or violation of the Non-Circumvention provisions of Section 9.2; (b) conduct that violates DueDilio’s one-strike policy as described in Section 6.2; (c) any activity that DueDilio reasonably believes poses a security risk, legal liability, or reputational harm to DueDilio or its users; or (d) as required by applicable law or government order.

15.3 Termination for Convenience; Notice and Cure

For breaches that do not qualify for immediate termination under Section 15.2, DueDilio will, where reasonably practicable, provide written notice of the breach and allow a reasonable cure period (not less than 5 business days for Clients, and not less than 10 business days for Service Providers given their ongoing client relationships) before suspending or terminating an Account. DueDilio may also terminate any Account for convenience upon 30 days’ written notice where no breach has occurred.

15.4 Effect of Termination

You may close your Account at any time by contacting hey@duedilio.com. Fees paid prior to termination are non-refundable. Termination does not release either party from obligations that accrued prior to termination, including outstanding payment obligations and confidentiality duties. Sections that by their nature should survive termination — including confidentiality, non-circumvention (for the remainder of any active Non-Circumvention Period), disclaimers, limitation of liability, indemnification, and intellectual property — will survive.

16.

Copyright Policy (DMCA)

DueDilio complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe that material on the Platform infringes your copyright, please submit a written notice to our designated Copyright Agent including: (1) your physical or electronic signature; (2) identification of the copyrighted work; (3) identification of the infringing material; (4) your contact information; (5) a good-faith belief statement; and (6) a statement under penalty of perjury that the information is accurate.

Copyright Agent: Roman Beylin, DueDilio LLC
68 SE 6th St #3310, Miami, FL 33131
hey@duedilio.com

17.

General Provisions

17.1 Governing Law

These Terms are governed by the laws of the State of Florida, without regard to its conflict of law provisions. DueDilio LLC is a Delaware entity; however, the parties agree that Florida law governs these Terms. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to these Terms.

17.2 Informal Dispute Resolution

Before initiating arbitration or any legal proceeding (other than emergency injunctive relief), the party seeking to resolve a dispute must provide the other party with written notice describing: (a) the nature and basis of the claim in reasonable detail; and (b) the specific relief sought. The parties agree to negotiate in good faith for a period of 30 days from the date of receipt of such notice (the “Informal Resolution Period”). If the dispute is not resolved within the Informal Resolution Period, either party may commence arbitration pursuant to Section 17.3. Notice to DueDilio should be sent to: DueDilio LLC, Attn: Legal, 68 SE 6th St #3310, Miami, FL 33131, or by email to hey@duedilio.com with the subject line “Dispute Notice.”

17.3 Binding Arbitration

IN NO EVENT WILL DUEDILIO’S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO DUEDILIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the breach, termination, or validity thereof (“Dispute”) shall be finally resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (or, where applicable, its Streamlined Arbitration Rules and Procedures), as in effect at the time the arbitration is commenced. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Miami-Dade County, Florida, United States, and the arbitration may be conducted in person, by videoconference, or by documentary submission at the arbitrator’s discretion.

The arbitrator shall have exclusive authority to resolve all threshold issues of arbitrability, including the scope and enforceability of this arbitration agreement. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Nothing in this section shall prevent either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction in Miami-Dade County, Florida to prevent irreparable harm pending the conclusion of arbitration.

17.4 Class Action Waiver

IN NO EVENT WILL DUEDILIO’S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO DUEDILIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

17.5 Changes to Terms

DueDilio may modify these Terms at any time. Material changes will be communicated by updating the “Last Updated” date and, where appropriate, by email notification to registered users. Continued use of the Platform after any modification constitutes your acceptance of the updated Terms.

17.6 Entire Agreement; Severability

These Terms, together with the Privacy Policy and any applicable Provider Agreement or Referral Partner Agreement, constitute the entire agreement between you and DueDilio. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

17.7 Assignment

You may not assign your rights under these Terms without DueDilio’s prior written consent. DueDilio may freely assign these Terms, including in connection with a merger, acquisition, or asset sale.

17.8 Electronic Communications

You consent to receive communications from DueDilio electronically. All communications provided electronically satisfy any legal requirement that such communications be in writing.

17.9 Relationship of Parties

Nothing in these Terms creates or shall be construed to create an employment, partnership, joint venture, agency, franchise, or fiduciary relationship between DueDilio and any Client, Service Provider, Referral Partner, or other user. Service Providers are independent contractors solely responsible for their own business operations, personnel, taxes, workers’ compensation, insurance, and regulatory compliance. DueDilio is not an employer of, nor does it exercise control over, any Service Provider. DueDilio is not liable for any acts, omissions, representations, or negligence of any Service Provider in connection with any engagement, and no Service Provider is authorized to make any representation, warranty, or commitment on DueDilio’s behalf.

17.10 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms (except for payment obligations) caused by circumstances beyond its reasonable control, including without limitation: acts of God, natural disasters, fires, floods, earthquakes, epidemics or pandemics, labor disputes or strikes, riots, war, terrorism, government orders or actions, failures of third-party telecommunications or internet infrastructure, or widespread cyberattacks or security incidents affecting third-party service providers. The affected party must: (a) provide prompt written notice of the force majeure event; (b) use commercially reasonable efforts to mitigate its effects; and (c) resume performance as soon as reasonably practicable. If a force majeure event persists for more than 60 consecutive days, either party may terminate the affected obligations on written notice, without liability to the other party.

17.11 Export Controls & Sanctions Compliance

By using the Platform, you represent and warrant that: (a) you are not located in, organized under the laws of, or a resident of any country subject to comprehensive U.S. economic sanctions administered by the Office of Foreign Assets Control (OFAC), including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions; (b) you are not identified on the OFAC Specially Designated Nationals and Blocked Persons List or any other applicable U.S. or international sanctions list; and (c) your use of the Platform does not violate any applicable U.S. export control or economic sanctions laws or regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

17.12 Export Controls & Sanctions Compliance

By using the Platform, you represent and warrant that: (a) you are not located in, organized under the laws of, or a resident of any country subject to comprehensive U.S. economic sanctions administered by the Office of Foreign Assets Control (OFAC), including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions; (b) you are not identified on the OFAC Specially Designated Nationals and Blocked Persons List or any other applicable U.S. or international sanctions list; and (c) your use of the Platform does not violate any applicable U.S. export control or economic sanctions laws or regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

18.

Contact Information

For questions about these Terms, please contact: