Effective date: March 1, 2026 · A service of True Bearing LLC, offered under the IC Sentinel product group
By registering for or using CIMScan (“the Service”), operated by True Bearing LLC, a North Carolina limited liability company (“True Bearing,” “we,” “us,” or “our”), you (“User,” “you,” or “your”) agree to be bound by these Terms of Use (“Terms”). If you are accepting these Terms on behalf of a firm or organization, you represent and warrant that you have the authority to bind that entity. If you do not agree to these Terms, you may not use the Service.
2.1 The CIMScan methodology, system architecture, governing analytical framework, stage sequence, error classification system, output schema, and all related processes and structures are the proprietary intellectual property of True Bearing LLC and are protected by applicable intellectual property laws.
2.2 Users may not reverse-engineer, replicate, reproduce, resell, sublicense, or redistribute the CIMScan methodology, analytical framework, or any material portion of the Outputs for commercial purposes without the prior written consent of True Bearing LLC.
2.3 Outputs generated by the Service (“Outputs”) are licensed to the User for internal business use only. Users retain no ownership interest in the methodology used to produce Outputs.
3.1 CIMScan Outputs are generated using large language model (“LLM”) technology, including models developed by third-party AI providers. While the Service applies a governed analytical methodology designed to improve consistency and reduce error, LLM systems are probabilistic in nature and can produce inaccurate, incomplete, misleading, or inconsistent results.
3.2 Outputs may contain errors, omissions, mischaracterizations of source material, or analytical conclusions that do not accurately reflect the content of the submitted document. The User is solely responsible for verifying the accuracy and completeness of all Outputs before relying on them for any purpose.
3.3 True Bearing LLC makes no representation or warranty, express or implied, regarding the accuracy, completeness, reliability, or fitness for purpose of any Output.
4.1 CIMScan Outputs are analytical tools intended to assist in the organization and preliminary assessment of information contained in Confidential Information Memoranda and related documents. Outputs do not constitute investment advice, financial advice, legal advice, or any other form of professional advice.
4.2 No Output should be construed as a recommendation to make or refrain from making any investment, acquisition, financing, or other business decision. Users are solely responsible for all decisions made in connection with or in reliance on any Output.
4.3 True Bearing LLC does not guarantee any particular outcome, result, or level of analytical quality from the Service. The Service is provided on an “as is” and “as available” basis.
5.1 Nature of the Service
The Service provides automated, algorithmic analysis of materials submitted by Users. The Service is a decision-support tool only. It does not provide legal, financial, accounting, tax, investment, or other professional advice. True Bearing LLC does not act as an investment advisor, fiduciary, broker, underwriter, or financial consultant. Users are solely responsible for independently evaluating any Output and for all business, investment, or strategic decisions made in connection with the Service.
5.2 Disclaimer of Reliance
User acknowledges that:
User agrees that it will not rely on the Service as a substitute for independent diligence, professional judgment, or third-party advisory services.
5.3 Exclusion of Certain Damages
To the fullest extent permitted by applicable law, True Bearing LLC and its members, managers, employees, agents, and affiliates shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or multiplied damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, diminution in value, or investment losses, arising out of or relating to the Service or any Output, regardless of the theory of liability and even if advised of the possibility of such damages.
5.4 Transaction-Specific Liability Cap
The Service is provided on a per-transaction basis. Each submission of materials to the API constitutes a separate and independent transaction (“Transaction”).
To the fullest extent permitted by law, True Bearing LLC’s total aggregate liability arising out of or relating to a specific Transaction shall not exceed the fees actually paid by User for that specific Transaction that gave rise to the claim.
Liability shall be determined separately for each Transaction, and no claim relating to one Transaction shall increase or aggregate liability for any other Transaction.
5.5 Contractual Limitation Period
Any claim arising out of or relating to a Transaction or the Service must be brought within one (1) year after the cause of action accrues. Any claim not brought within that time period is permanently barred to the fullest extent permitted by law.
5.6 Allocation of Risk
User acknowledges that:
5.7 Non-Excludable Liability
Nothing in this Agreement excludes or limits liability for fraud, willful misconduct, or gross negligence to the extent such liability cannot be limited under applicable law.
6.1 Documents submitted to CIMScan (“Submitted Documents”) are processed solely for the purpose of generating the Output requested by the User. True Bearing LLC does not use Submitted Documents to train, fine-tune, or otherwise improve any AI or machine learning model, whether operated by True Bearing LLC or any third party.
6.2 Submitted Documents are stored securely and are accessible only to authorized True Bearing LLC systems and personnel for the purpose of processing and quality assurance. True Bearing LLC does not sell, share, or disclose Submitted Documents to third parties except as required by applicable law or as necessary to operate the Service (e.g., transmission to AI model providers for processing).
6.3 Output files are made available to the User via secure download link for a period of 72 hours following generation. True Bearing LLC may retain Output files and associated metadata for internal audit, quality assurance, and compliance purposes.
6.4 Users may request deletion of their Submitted Documents and associated data by contacting True Bearing LLC at help@cimscan.ai.
7.1 Confidential Information Memoranda and related documents submitted to CIMScan frequently contain material non-public information (“MNPI”), trade secrets, and information subject to non-disclosure agreements (“NDAs”) between the User’s firm and third parties including target companies, sellers, or intermediaries.
7.2 By submitting any document to CIMScan, the User represents and warrants that:
7.3 True Bearing LLC is not responsible for any breach of confidentiality obligation, NDA, or securities regulation arising from a User’s submission of documents to the Service. The User indemnifies and holds harmless True Bearing LLC from any claim, loss, or liability arising from any such breach.
You agree to indemnify and hold harmless True Bearing LLC and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) arising out of or in connection with your use of CIMScan, your violation of these Terms, or your infringement of any third-party rights.
9.1 The Service is intended for use by investment professionals, including private equity and venture capital professionals, corporate development teams, and mergers and acquisitions advisors, for the purpose of organizing and analyzing information contained in CIMs and related documents as part of a legitimate investment diligence process.
9.2 Users may not use the Service for any unlawful purpose, to process documents they are not authorized to submit, or in any manner that infringes the intellectual property or confidentiality rights of any third party.
True Bearing LLC reserves the right to modify these Terms at any time. Users will be notified of material changes by email to the address associated with their account. Continued use of the Service following notification of changes constitutes acceptance of the revised Terms.
These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in North Carolina.
True Bearing LLC — CIMScan
help@cimscan.ai