EverCommerce Inc.

We believe that these facilities are sufficient for our current needs and that additional space will be available to accommodate the expansion of our businesses should they be needed. Additionally, we also often take on leases when we acquire businesses, and we explore optimization of our overall lease footprint in conjunction with any new leases assumed in an acquisition.

• Listen360, Inc. Georgia³
• Norman's Dojo, Inc. d/b/a Kickserv Delaware³
• OnVision Solutions, Inc. d/b/a The Studio Director Colorado³
• PM Ventures, LLC Texas³
• Perennial Software, LLC Delaware³
• RoofSnap, LLC Georgia³
• SalonBiz, Inc. Louisiana³
• Secure Global Solutions, LLC California³
• Security Information Systems, LLC Michigan³
• Service Nation Inc. Texas³
• Speetra Inc. d/b/a pulseM Texas³
• TPC Acquisition, LLC d/b/a Therapy Partner Delaware³
• Timely Limited New Zealand³
• Timely Software Ltd. England³
• Timely Software Pty. Ltd. Australia³
• Timely Software, LLC Delaware³
• Updox LLC Delaware³
• Zenvoice Software Inc. British Columbia³
• iSalus, LLC Delaware³

• Real or perceived errors, failures or bugs in our solutions could adversely affect our business, results of operations, financial condition and growth prospects.
• We and our third-party providers are exposed to cybersecurity risks and incidents which may result in damage to our brand and reputation, material financial penalties, and legal liability, which could in turn materially adversely affect our business, results of operations, and financial condition.
• Our use of AI technologies may not be beneficial to our business, and may cause the performance of our products, services and business, as well as our reputation and the reputations of our customers, to suffer or cause us to incur liability resulting from the violation of laws or contracts to which we are a party.
• Our estimated total addressable market is subject to inherent challenges and uncertainties. If we have overestimated the size of our total addressable market or the various markets in which we operate, our future growth opportunities may be limited.
• We calculate certain operational metrics using internal systems and tools and do not independently verify such metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
• Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance and utilization of our solutions.
• If we are not able to maintain and enhance our reputation and brand recognition, our business and results of operations may be harmed.
• If we are unable to retain our current customers, which are primarily SMBs, or sell additional functionality and services to them, our revenue growth may be adversely affected.
• Impairment in the value of our goodwill or intangible assets has adversely impacted and may in the future have a material adverse effect on our operating results and financial condition.
• Our information technology systems and our third-party providers’ information technology systems, including Worldpay, PayPal and other payment processing partners, may fail, or our third-party providers may discontinue providing their services or technology generally or to us specifically, which in either case could interrupt our business, cause us to lose business and increase our costs.
• A future pandemic, epidemic or outbreak of an infectious disease could impact, our business, financial condition and results of operations, as well as the business or operations of third parties with whom we conduct business.
• We are subject to economic and political risk, the business cycles of our clients and changes in the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations.
• If we are unable to retain our personnel and hire additional skilled personnel, we may be unable to achieve our goals.
• We may be unsuccessful in achieving our objectives through acquisitions, dispositions or other strategic transactions.
• Revenues and profits generated through acquisitions may be less than anticipated, and we may fail to uncover all liabilities of acquisition targets through the due diligence process prior to an acquisition, resulting in unanticipated costs, losses or a decline in profits, as well as potential impairment charges. Claims against us relating to any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the seller’s indemnification obligations.
• Our indebtedness could adversely affect our financial health and competitive position.
• As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
• Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
• Government healthcare regulation, healthcare industry standards and other requirements create risks and challenges with respect to our compliance efforts and our business strategies within Health Services.
• Scrutiny on environmental sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results.
• Risks Related to Intellectual Property
• We may be unable to adequately protect or enforce, and we may incur significant costs in enforcing or defending, our intellectual property and other proprietary rights.
• We may be subject to patent, trademark and other intellectual property infringement claims, which may be time-consuming, and cause us to incur significant liability and increase our costs of doing business.
• We may be subject to claims asserting that our employees or consultants have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.
• Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation.
• Our use of AI Technologies could adversely affect our ability to obtain intellectual property protection in our solutions.
• Risks Related to Regulation
• We are subject to governmental regulation and other legal obligations, particularly related to privacy, data protection and information security and our actual or perceived failure to comply with such obligations could materially harm our business. Compliance with such laws could also impair our efforts to maintain and expand our customer and user bases, and thereby decrease our revenue.
• The regulatory framework governing the use of AI Technologies is rapidly evolving, and we cannot predict how future legislation and regulation will impact our ability to offer products or services that we develop which leverage AI Technologies.
• Through our relationships with third parties, including payment processors such as Worldpay, we must comply with certain laws. Our failure to comply could materially harm our business.
• If we fail to comply with complex procurement laws and regulations with respect to government contracts, we could lose business and be liable for various penalties.
• Our sending of commercial emails and text messages and certain other telephonic services must comply with the Telephone Consumer Protection Act, and future legislation, regulatory actions, or litigation could adversely affect our business.
• We are subject to anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business.
• The healthcare industry is heavily regulated at the local, state and federal levels. Our failure to comply with regulatory requirements could create liability for us or our customers, result in adverse publicity and negatively affect our business.
• Promoting Interoperability Programs and Health IT Certification.
• Risks Related to Ownership of Our Common Stock
• Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors.
• The parties to our sponsor stockholders agreement hold a substantial portion of our outstanding common stock, and such parties interests may conflict with our interests and the interests of other stockholders.
• Substantial future sales by the parties to our stockholders agreements or other holders of our common stock, or the perception that such sales may occur, could depress the price of our common stock.
• We are a “controlled company” under the corporate governance rules of The Nasdaq Stock Market and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You do not have the same protections afforded to stockholders of companies that are subject to such requirements.
• If securities or industry analysts do not publish research or reports about our business, or they publish negative reports about our business, our share price and trading volume could decline.
• We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.
• We incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives.
• Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
• Our amended and restated certificate of incorporation provided that the doctrine of “corporate opportunity” does not apply with respect to certain parties to our stockholders agreements and any director or stockholder who is not employed by us or our subsidiaries.
• Our amended and restated certificate of incorporation provided that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States is the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
• General Risk Factors
• Because we maintain and may expand our business that is located outside of the United States, our business is susceptible to risks associated with international operations.
• Changes in accounting rules, assumptions and/or judgments could materially and adversely affect us.
• Litigation and the outcomes of such litigation could negatively impact our future financial condition and results of operations.
• We may be subject to additional tax liabilities in connection with our operations or due to future legislation, each of which could materially impact our financial position and results of operation.
• We do not intend to pay dividends for the foreseeable future.
• We primarily depend on our subsidiaries for cash to fund operations and expenses, including future dividend payments, if any.