These Terms of Service ("Terms") govern your use of the WeExchange mobile application and related services (the "Service"), operated by R2P2 Inc., a Wyoming corporation ("WeExchange," "we," "us," or "our"). By creating an account or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. If you use the Service on behalf of an agency or other entity, you represent that you are authorized to bind that entity to these Terms.

2. What WeExchange is — and is not

WeExchange is a listing and information platform. We host listings created by owners of insurance agencies and other authorized parties (each, an "Agency Owner"), generate automated valuation estimates from the information they provide, and let subscribed buyers (each, a "Buyer") browse those listings and contact the listing party.

Our compensation is subscription-based only. We do not charge transaction fees, commissions, success fees, finder's fees, or any compensation tied to whether a listing results in a transaction. Subscription fees are charged regardless of outcome and are not contingent on any deal happening.

WeExchange is not a broker, dealer, business broker, investment adviser, M&A advisor, agent, transaction intermediary, or party to any transaction between users. We do not solicit, negotiate, facilitate, close, escrow, advise on, or otherwise participate in any transaction, and we have no economic interest in whether any transaction occurs. We do not represent Buyers or Agency Owners, do not provide financial, legal, accounting, tax, valuation, or investment advice, and do not endorse or verify the suitability of any user, listing, offer, or transaction.

Any valuation, range, multiple, comparable, AI-written explanation, or other analysis produced by the Service is an automated, model-based estimate derived from user-provided inputs and publicly available economic data. It is not an appraisal, fairness opinion, financial advice, or substitute for independent professional advice and due diligence. Models contain inherent error, training data may be incomplete or outdated, and outputs may be wrong. You are solely responsible for your own evaluation, diligence, and decisions, and for engaging your own legal, financial, tax, accounting, and valuation advisors.

Any negotiation, contract, NDA, letter of intent, purchase agreement, payment, or closing between Buyers and Agency Owners occurs entirely outside the Service. WeExchange is not a party to those communications or documents and assumes no responsibility for their content, performance, or outcome.

3. Accounts

You agree to provide accurate information, keep your credentials secure, and accept responsibility for activity under your account. Notify us promptly of any unauthorized use. We may suspend or terminate accounts that violate these Terms.

4. Subscriptions, billing, and auto-renewal

Certain features require a paid subscription ("WeExchange Pro"), purchased as an auto-renewable in-app purchase through the Apple App Store. The following terms apply:

• Plans and pricing: WeExchange Pro is offered monthly at $19.99 USD and annually at $199.00 USD. Prices may vary by region and are shown in the app before purchase.
• Billing: payment is charged to your Apple ID account at confirmation of purchase.
• Auto-renewal: your subscription automatically renews for the same period unless auto-renew is turned off at least 24 hours before the end of the current period. Your Apple ID account is charged for renewal within 24 hours prior to the end of the current period.
• Managing and canceling: you can manage or cancel your subscription, and turn off auto-renewal, in your App Store account settings. Deleting the app does not cancel your subscription.
• Refunds: payments are handled by Apple and are subject to Apple's refund policies. Except where required by law, subscription fees are non-refundable, and unused portions of a period are not refunded on cancellation.

5. Listings, agency data, and confidentiality

Agency Owners are responsible for the accuracy of the information they list and represent that they have the right to share it. You choose whether a listing is public, anonymous, or private. For anonymous or private listings, the agency name and identifying details (such as city, ZIP code, and phone number) are withheld from Buyers, but financial information and valuation figures remain visible to Buyers with paid access. You acknowledge and accept this when selecting your visibility setting.

Information you access about other users — including financial and valuation data — is confidential. You agree to use it solely to evaluate a potential transaction with that user and not to disclose, resell, scrape, redistribute, train models on, or otherwise misuse it. We make no representation as to the accuracy or completeness of any user-provided information.

Any contact, communication, negotiation, non-disclosure or confidentiality agreement, letter of intent, purchase agreement, due diligence exchange, payment, or closing between users occurs entirely between those users and outside the Service. WeExchange is not a party to and has no involvement in those communications or documents and provides no template, form, or instrument as part of the Service that creates obligations between WeExchange and any user with respect to a transaction.

6. Acceptable use

You agree not to: misrepresent your identity, role, or authority; post false or misleading information; harvest or scrape data; interfere with or attempt to gain unauthorized access to the Service; use the Service to violate any law or any insurance, securities, or brokerage regulation; represent or imply that WeExchange brokered, advised on, sourced, facilitated, negotiated, or otherwise participated in any transaction; or use the Service for any purpose other than its intended listing and information function.

7. Intellectual property

The Service, including its software, valuation methodology, design, and content (excluding user-provided content), is owned by WeExchange and its licensors and is protected by law. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose. You retain ownership of the content you submit and grant us a license to host, process, and display it as needed to operate the Service.

8. Disclaimers

THE SERVICE AND ALL VALUATIONS, ESTIMATES, AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY VALUATION, ESTIMATE, OR LISTING IS ACCURATE OR WILL LEAD TO A TRANSACTION.

Without limiting the foregoing, you specifically acknowledge that: (a) all valuations, multiples, ranges, comparable transactions, AI-written insights, and explanations produced by the Service are automated, model-based outputs generated from user-provided inputs and publicly available data; (b) such outputs may contain inaccuracies, omissions, or errors, and may be based on incomplete, outdated, or imperfect training data and assumptions; (c) such outputs are not appraisals, fairness opinions, financial, legal, tax, accounting, or investment advice, and are not a substitute for independent professional advice or due diligence; (d) no representation is made that any model, methodology, comparable set, or input remains current, complete, or appropriate to any specific transaction; and (e) you are solely responsible for any decision made in reliance on the Service.

WeExchange's verification processes (including any verification of Buyers) confirm only the limited items expressly identified at the time of verification and do not constitute an endorsement, background check, or guarantee of identity, funding, capability, intent, or fitness to transact. Users remain solely responsible for their own diligence with respect to any other user.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WEEXCHANGE AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US IN THE TWELVE MONTHS BEFORE THE CLAIM OR $100 USD.

10. Indemnification

You agree to indemnify and hold harmless WeExchange and its officers, directors, employees, agents, and affiliates from any claims, losses, and expenses (including reasonable legal fees) arising out of your use of the Service, your content, or your violation of these Terms or applicable law.

11. Termination

You may stop using the Service at any time. We may suspend or terminate your access if you violate these Terms or if we discontinue the Service. Sections that by their nature should survive termination (including Sections 4 refund terms, 5, 7, 8, 9, 10, and 12) will survive.

12. Apple App Store terms

These Terms are between you and WeExchange only, not with Apple, and Apple is not responsible for the Service or its content. Your license to use the app is a non-transferable license to use it on Apple-branded devices you own or control, as permitted by the App Store Terms of Service and Apple's standard Licensed Application End User License Agreement (available at apple.com/legal/internet-services/itunes/dev/stdeula), which is incorporated here by reference. Apple has no obligation to provide maintenance or support for the app. To the extent of any maintenance, support, warranty, product-claims, intellectual-property, or legal-compliance obligations relating to the app, those are WeExchange's responsibility and not Apple's, as set out in the standard EULA. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You represent that you are not located in a country subject to a U.S. Government embargo or designated as "terrorist supporting," and that you are not on any U.S. Government restricted-parties list.

13. Governing law and disputes

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. You agree that any dispute arising out of or relating to these Terms or the Service will be brought and resolved exclusively in the state or federal courts located in the State of Colorado, and you consent to the personal jurisdiction and venue of those courts.

14. Changes to these Terms

We may update these Terms from time to time. We will revise the "Last updated" date above and, where appropriate, provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance.

15. Contact

Questions about these Terms can be sent to support@weexchange.ai.