Terms of Use
Terms of Use
ATTENTION: Please read these Terms of Use and the BizNexus Privacy Policy carefully before using this website. Using this website indicates that you accept these terms. If you do not accept these terms, do not use this website.
This document is an agreement between you and BizNexus, Inc. (“BizNexus”, “we” or “us”) that describes the terms of use (“TOU”) subject to which you may access and use the content and services offered on the websites operated by or on behalf of BizNexus or its affiliates, including but not limited to http://biznexus.com/, https://concierge.biznexus.com/, https://omnisource.ai/, https://community.biznexus.com/ as well as any associated subdomains, mobile applications, web applications, and other online services (the “BizNexus Sites”). Furthermore, 'BizNexus Sites' extends to include all electronic communications such as emails, newsletters, and other digital materials produced, distributed, or authorized by BizNexus Inc. or its affiliates. The term is designed to encompass all current digital properties as well as any future digital platforms or communication methods that BizNexus Inc. may develop or utilize for the provision of its services, dissemination of information, or interaction with its users.
You also agree to be bound by the YouTube Terms of Service set forth at https://www.youtube.com/t/terms, in connection with your use or uploading of any video content. The services and tools offered on some BizNexus Sites may be subject to additional terms and conditions described herein, on a BizNexus Site, or provided with such services or tools. YOU ACKNOWLEDGE AND AGREE THAT BY BROWSING OR USING THE CONTENT, SERVICES AND TOOLS OFFERED BY THE BIZNEXUS SITES, YOU HAVE AGREED TO BE BOUND BY THESE TERMS OF USE AND ANY ADDITIONAL TERMS THAT MAY APPLY. BizNexus reserves the right, in its sole discretion, to determine if you have violated these TOU, and to take any action it deems appropriate. You acknowledge that BizNexus shall have the right to terminate your access to the BizNexus Sites or Services for violations of any of these terms.
Please note that BizNexus reserves the right to revise these TOU at any time by posting an update to this page. Your continued use of the BizNexus Sites or Services following the posting of changes to these TOU will mean you accept those changes. NOTWITHSTANDING THE FOREGOING, THIS RIGHT TO MODIFY THIS AGREEMENT SHALL NOT INCLUDE THE AGREEMENT TO ARBITRATE SET FORTH IN SECTION 18. NO PART OF THE AGREEMENT TO ARBITRATE MAY BE AMENDED, DISCHARGED, MODIFIED, OR WAIVED EXCEPT IN A WRITING SIGNED BY BOTH PARTIES.
1. Personal, Non-Commercial Use: The BizNexus Sites are made available for your personal, non-commercial use only. Except as otherwise provided by specific terms governing a services, product, or other information, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any of the information, tools, products, or services obtained from the BizNexus Sites. COPYING OR REPRODUCTION OF CONTENT OR FUNCTIONALITY TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
2. BizNexus Services: BizNexus provides a platform used by companies, entrepreneurs, and other business owners (“Business Owners”) and private equity and buyout groups, strategic and corporate buyers, and other potential business acquirers (“Business Acquirers”) seeking to enter into an Acquisition Transaction (as defined below). Business Owners, Business Acquirers, and any other visitor to or user of the BizNexus Sites are referred to collectively as “Site Users,” in these TOU. BizNexus provides Site Users with content, functionality and tools related to buying, selling, and operating a business, as well as opportunities to connect with other Site Users in the BizNexus community based on their location, industry, or other needs (collectively the “Services”). An “Acquisition Transaction” shall mean any acquisition, merger, consolidation, reorganization, recapitalization, business combination, transaction or series of related transactions that results in you obtaining control of a business through the sale, transfer, or other disposition of all or substantially all of the assets or voting securities of a business unit or selling party or any subsidiary of such selling party. For purposes of these TOU and this agreement, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a business, whether through ownership of voting securities or by contract or otherwise.
Certain Services are subject to annual or monthly subscription fees and/or a fees based on the value of the Acquisition Transaction (“Deal Fees”). Only those Business Acquirers electing to use Services subject to the payment of Deal Fees will be billed according to a separate Deal Fee Agreement between the Business Acquirer and BizNexus.
BizNexus may assist Business Acquirers with obtaining financing from unaffiliated third parties. Any compensation received by BizNexus in connection with third party financing will be disclosed in writing to the applicable Business Acquirer at the time of the applicable transaction.
3. Registration: In order to access certain Services, Site Users are required to register with BizNexus by providing their name, e-mail address and payment information, if applicable. Subject to their compliance with the TOU, BizNexus grants Site Users a limited, non-exclusive license to utilize the Services so long as: (i) they are eighteen (18) years of age or older; and (ii) they are located within the United States. In order to access or use certain Services, Site Users must provide current and accurate identification and other information as part of the registration process or continued use of the Services. Any Site User that provides registration or other information to BizNexus in connection with their use of any Service will be responsible for maintaining the accuracy and completeness of such information. Upon registration, Site Users may be provided with or have the opportunity to create a username (or use their email address) and a password to access or use the Services (the “Account Information”). Site Users are responsible for maintaining the confidentiality of their Account Information, if any, and, accordingly, will be fully responsible for all activities that occur utilizing their Account Information. Site Users agree to immediately notify BizNexus of any unauthorized use of their Account Information or any other breach of security with respect to the BizNexus Sites or Services of which they become aware. BizNexus will not be liable for any loss or damage arising from a Site User’s failure to provide us with accurate information or to keep their Account Information secure. BizNexus may, at any time, revoke a Site User’s access to the Services for any reason in its sole discretion, including, but not limited to, if BizNexus believes that the Site User is in breach of these TOU. Upon any expiration of Services ordered by a Site User, or any termination of these TOU, the Site User’s access and other rights to these Services will be cancelled and cease. In such event, the Site User must cease any further use of the Services.
4. Terms for Business Owners and Business Acquirers:
a. By using BizNexus Concierge, OmniSource or BizNexus Marketplace, you consent to being contacted by mail, phone, email, or text message by BizNexus to request additional information to facilitate your use of the Service.
b. BizNexus does not make any warranty with respect to the skills or suitability of any Site User, or the terms of any agreement you may enter into with any Site User.
c. Your use of BizNexus Concierge, OmniSource and/or BizNexus Marketplace is voluntary and can be terminated by either of us for any reason at any time with written notice. However, any Acquisition Transaction identified by you prior to such termination will continue to be subject to the terms of these TOU.
d. By using BizNexus Concierge, OmniSource and BizNexus Marketplace, you acknowledge and agree that BizNexus may receive a commission or other payment in connection with any closing of an Acquisition Transaction that (i) is consummated by you and/or any corporate entity or affiliate owned or controlled, directly or indirectly, by you and (ii) results, directly or indirectly, from a connection generated by your use of the BizNexus Sites or Services (a “Consummated Transaction”).
e. In order to participate in BizNexus Concierge, OmniSource or BizNexus Marketplace as a Business Acquirer, you must be, and you hereby represent and warrant that you are, an “Accredited Investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Business Owners hereby agree to take reasonable steps to verify the Accredited Investor status of Business Acquirers in connection with any Acquisition Transaction.
f. Business Acquirers agree that information regarding any Business Owner, prospective transaction, or any business leads generated by your use of the BizNexus Sites may not be sold or otherwise shared with any other third party, except as reasonably necessary to facilitate the successful closing of an Acquisition Transaction.
5. Terms for Other Site Users. By utilizing the BizNexus Concierge, OmniSource or BizNexus Marketplace platforms, you agree to the following:
a. You will obtain and maintain any and all applicable licenses or registrations required for you to perform any business services for Business Owners or Business Acquirers;
b. You will perform any business services for a Business Owner or Business Acquirer in a professional manner and in accordance with industry standards;
c. You will respond promptly to inquiries from BizNexus with regard to the status of any request for business services, or any Acquisition Transaction, if applicable;
d. You will not use, store, or disclose any information provided by BizNexus with respect to any Business Owner or Business Acquirer for any purpose other than for you to engage with the Business Owner or Business Acquirer to perform the business services;
e. You will not assign or delegate (except to your personnel) any of your rights or obligations under these TOU;
f. You will comply with any and all state and federal laws applicable to your participation in BizNexus Concierge, OmniSource and BizNexus Marketplace and performance of the business services contemplated hereunder, including but not limited to, unfair competition, anti-discrimination, unfair and deceptive advertising, privacy and data retention, text messaging and spam; and
g. If you assist with an Acquisition Transaction in any way, you will take reasonable steps to confirm that the buying party in any such Transaction is an Accredited Investor.
h. All marketing copy and other information provided by you to BizNexus constitutes “User Content” as defined in Section 7 of these TOU;
i. You shall be solely responsible for its compliance with the terms and conditions associated with any third party marketing platform used in connection with BizNexus Concierge or OmniSource, which may include but is not limited to Google AdWords and LinkedIn, and hereby provides valid consent for BizNexus to use such third party marketing platforms on Site User’s behalf;
j. You shall be solely responsible for any and all compliance with marketing regulatory requirements in connection with its use of BizNexus Concierge and/or OmniSource, including but not limited to the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), and FTC Guidance regarding Dot Com Disclosures. In the event of any claim or action alleging violation of any applicable legal or regulatory requirements arising out of or related to your use of BizNexus Concierge and/or OmniSource, you agree to defend, indemnify, and hold harmless BizNexus and its affiliates, and their respective officers, directors, employees, consultants, agents, and suppliers from and against any and all claims, liabilities, damages, and/or costs (including but not limited to attorneys’ fees); and
6. Business Opportunity Listings: As part of the Services, BizNexus provides Site Users and other third parties with information about businesses for sale by posting these potential sale opportunities (each a “Listing”) on BizNexus Sites. Site Users may submit Listings to BizNexus and BizNexus may, but is not obligated to, share such Listings with other Site Users and other third parties. Listings constitute “User Content” as defined in Section 7 of these TOU. By submitting Listings to BizNexus through the BizNexus Sites or otherwise, Site Users agree that:
a. You will only submit Listings for business opportunities that involve the sale of all or substantially all of the assets or voting securities of a business;
b. You will not submit Listings that involve the sale of real property unless the transfer of interest in real property is incidental to the sale of the business and such sale primarily involves non-real property assets;
c. You will at all times accurately represent or describe the business opportunity;
d. You will not submit multiple business opportunities within a single Listing, or multiple Listings for the same business opportunity;
e. BizNexus shall have the sole authority to choose the manner in which any Listing will be searched, displayed, accessed, downloaded, copied, modified, and otherwise used on the BizNexus Sites or affiliated third party sites;
f. You will respond (and require your sales agents, if applicable, to respond) promptly, thoroughly, and in a professional manner to all inquiries relating to a Listing, including inquiries from other Site Users;
g. Listings will be identified as an established business only if: (i) such business is open and has been continuously operating for a minimum of one year (two years for internet-based businesses); (ii) such business has an established customer base and revenue history; and (iii) you are able to provide historical financial information about such business;
h. BizNexus does not provide data storage services, and you are solely responsible at your sole cost and expense for creating backup copies of all Listings; and
i. You represent and warrant that: (i) you or your employer has a duly executed, active and exclusive listing agreement with the owner of the business opportunity described in each Listing; and (ii) you will comply with any and all state and federal laws applicable to the provision and dissemination of Listing information, including but not limited to, unfair competition, anti-discrimination, unfair and deceptive advertising, privacy and data retention, text messaging and spam.
7. User Content: Site Users may have the opportunity to upload various forms of content to BizNexus Sites which may include Site User contributions to discussions, business opportunity information, marketing copy, and other information, data, text, sound, photographs, graphics, video, messages, tags, or other materials in connection with their use of the Services (“User Content”). By submitting User Content, you give BizNexus a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute such User Content. Site Users represent and warrant that they have obtained all third party consents, permissions and/or licenses necessary or required to grant these rights to BizNexus hereunder. By accessing, viewing, or otherwise using BizNexus Sites, Site Users agree:
a. BizNexus may not pre-screen User Content and, as such, BizNexus does not guarantee the accuracy, integrity, or quality of such User Content;
b. You will evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content;
c. You may be exposed to User Content that is indecent, offensive, or otherwise objectionable;
d. Under no circumstances will BizNexus be liable in any way for any User Content, including, but not limited to, any errors or omissions in any such User Content, or for any loss or damages or any kind incurred as a result of the use of any such User Content;
e. If BizNexus is made aware of User Content that may: (i) be libelous, obscene, excessively violent, scandalous, defamatory, or that BizNexus determines in its sole discretion to be otherwise unacceptable, undesirable, or objectionable; (ii) violate any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy; or (iii) hold BizNexus, its affiliates or third party content or product providers open to scorn or ridicule, BizNexus has the right, but not the obligation, to remove or disable access to such User Content; and
f. BizNexus may reject or decline to publish any User Content at any time for any reason.
8. Third-Party Content, Links and Services: The BizNexus Sites may display content or tools provided by third parties, links to third-party web pages, and advertisements and solicitations to purchase products or services (collectively “Third Party Content”). In consideration for the convenience of BizNexus making Third Party Content available or accessible to you, you acknowledge that BizNexus is not responsible for any such Third Party Content. You also agree that BizNexus is not responsible or liable for any losses or damages you experience with respect to any Third Party Content that you choose to rely upon or advertisements you respond to, and that you must contact the third party directly for any remedies that may be available to you. You acknowledge and agree that BizNexus may from time to time engage certain affiliates or other third parties to provide all or part of the Services to you.
9. BizNexus Intellectual Property Rights: BizNexus, the BizNexus logo, and related Services names and logos (the “Marks”) are the trademarks of BizNexus, or its licensors, in the United States, other countries, or both. Except for User Content and Third Party Content, the BizNexus Sites, including any text, graphics, sounds, images, and software of BizNexus, (the “Site Materials”) are the intellectual property of BizNexus, its licensors, affiliated companies, or other third parties. The Site Materials are protected by United States and foreign intellectual property laws. Except as stated herein, none of the Site Materials may be copied, reproduced, or distributed in any form without the prior written permission of BizNexus.
10. Copyright Infringement and Copyright Agent: BizNexus will, in circumstances it deems appropriate, terminate a Site User’s right to participate in the Services, and/or remove or disable access to User Content, Third Party Content, or Site Materials, if such items are claimed to infringe the intellectual property rights of a third party.
a. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on any BizNexus Site, please provide written notice to the BizNexus Copyright Agent that includes the following information:
i. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
ii. A description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
iii. A description of where the material that you claim is infringing is located on a BizNexus Site;
iv. Information sufficient to permit BizNexus to contact you, such as your physical address, telephone number, and email address;
v. A statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. A statement by you that the information in your Notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner's behalf.
b. The BizNexus Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
By mail: Copyright Agent
BizNexus, Inc.
867 Boylston Street
5th Floor #1749
Boston, MA 02116
By email: copyright@biznexus.com
c. YOU SHOULD CONTACT THE COPYRIGHT AGENT ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND THAT SUCH INFRINGEMENT IS OCCURRING ON A BIZNEXUS SITE. THE COPYRIGHT AGENT WILL NOT RESPOND TO ANY OTHER INQUIRIES.
11. Site User Responsibilities and Conduct: By using the Services, all Site Users acknowledge and agree to the following terms:
a. You are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Services;
b. You shall be solely responsible for the accuracy, quality, integrity, and legality of the User Content submitted by you;
c. You agree not to use, or attempt to use, the Services to convey any information that may be considered unlawful, harassing, libelous, abusive, threatening, obscene, hateful, offensive, harmful, vulgar, distasteful, defamatory, libelous, or invasive of another person’s privacy or proprietary rights; and
d. You agree not to impersonate, or attempt to impersonate, any other individual, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with BizNexus, or otherwise attempt to mislead others with respect to your identity.
e. You agree not to seek to obtain access to any materials or information through "hacking", “scraping”, “crawling”, "data harvesting" or through other means we have not intentionally made available to you through the BizNexus Sites.
12. Charges, Billing, Payment: By registering for a Service that requires payment of a monthly or annual fee separate and apart from any applicable Deal Fees, you acknowledge and agree to the following terms:
a. Fees. You agree to provide BizNexus with valid credit card information. BizNexus may take commercially reasonable actions to validate your credit card information. When you sign up for a subscription-based Service, the credit card account you provided will be charged a prorated amount for the current calendar month, if applicable, and thereafter on or before the first business day of each month on a recurring basis until you cancel the Service. Such charges will include any or all of the following: (1) monthly subscription fee, in advance; (2) non-recurring fees that were incurred by you in the previous month; and (3) any unpaid amounts due from previous months, including late payment fees and interest accrued, as applicable. Fees do not include, and you are responsible for, all sales, use and other applicable taxes. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to you, or in the form of an announcement on the BizNexus Sites.
b. Credit Card Charges. If BizNexus does not receive payment from your credit card issuer, you agree to pay BizNexus all amounts due immediately upon demand, including any fees resulting from failure of your credit card issuer to process charges. If you dispute any charge to your credit card made by BizNexus, unless prohibited by law, you agree not to cancel, revoke, chargeback or dispute any amounts previously charged to your credit card. If you do any of the foregoing and it is later determined that the charge was properly authorized pursuant to these TOU, you agree to pay all out-of-pocket fees and costs incurred by BizNexus as a result of the improper cancellation, revocation, charge back or dispute.
c. Suspension Upon Late Payment. You must pay for all charges in full each month as set forth in this Section 12. In the event of late payment, BizNexus reserves the right to suspend the provision of the Services to you and/or impose a late payment fee and/or charge interest on any amounts overdue. Such late payment fee will be the lesser of: (1) one and one-half percent (1.5%) of such overdue payment per every thirty (30) day period or portion thereof; or (2) the maximum amount permissible by applicable law. You agree to pay all attorneys’ and collection fees arising from efforts by BizNexus to collect any past due amounts from you to the extent allowed by law.
13. Refund and Cancellation Policy: All charges for Services are final and non-refundable. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal by BizNexus of a Site User. There are no charges for canceling a Service subscription, and Service subscriptions cancelled at least 48 hours prior to the end of any calendar month will not be charged again in the following calendar month. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the Service subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to User Content, features, or an increase or reduction in the other functionality provided by the Service.
14. Compliance with Laws: By accessing or using the BizNexus Sites or Services, you agree to comply with all laws, rules and regulations implemented by any government authority or agency which govern or apply to the use of the BizNexus Sites and any Services. Without limiting the generality of the foregoing, you expressly agree not to export or re-export any of the content contained in the BizNexus Sites to countries or persons prohibited under the export control laws of the United States. BizNexus makes no representation that the content on the BizNexus Site is appropriate or available for use outside the United States. If you have chosen to access the BizNexus Site from outside the United States, you do so at your own initiative and risk, and you are responsible for compliance with your local laws, if and to the extent, local laws are applicable.
15. Legal Disclaimers: The BizNexus Sites and the information provided therein are for the convenience of visitors to the BizNexus Site, Site Users, and customers and potential customers of BizNexus and its Services. You acknowledge and agree that the User Content and Third Party Content include public contributions, that there are inherent limitations to the accuracy or currency of such information, and that such information may be incomplete, may contain inaccuracies, or may be based on opinion. BIZNEXUS DOES NOT SCREEN THIRD PARTY CONTENT OR USER CONTENT FOR ACCURACY OR TRUSTWORTHINESS. TO THE FULLEST EXTENT PERMITTED BY LAW, BIZNEXUS AND ITS AFFILIATES, AND LICENSORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE BIZNEXUS SITES OR THE SERVICES. THE BIZNEXUS SITES AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTY, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. BIZNEXUS DISCLAIMS ANY IMPLIED, EXPRESS, OR STATUTORY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE BIZNEXUS SITES OR SERVICES. BIZNEXUS DOES NOT WARRANT THAT THE BIZNEXUS SITES OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE BIZNEXUS SITES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE BIZNEXUS SITES OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK.
BizNexus is neither a registered representative under the Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated or affiliated with any member of FINRA, nor a broker-dealer registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or engaged in a business that would require it to be so registered, nor is it an affiliate of a broker-dealer or any person engaged in a business that would require it to be so registered.
16. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES IS BIZNEXUS, ITS OFFICERS, DIRECTORS, AFFILIATES, OR LICENSORS LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, RELIANCE, CONSEQUENTIAL OR SPECIAL DAMAGES, WHETHER OR NOT FORESEEN, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA) ON ACCOUNT OF YOUR USE, MISUSE, OR RELIANCE ON THE BIZNEXUS SITES, THE SERVICES, OR THIRD PARTY CONTENT, USER CONTENT OR SITE MATERIALS, INCLUDING BUT NOT LIMITED TO LISTINGS, CONNECTIONS OR ACQUISITION TRANSACTIONS. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY EVEN IF BIZNEXUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
17. Indemnity: You agree to defend, indemnify, and hold harmless BizNexus and its affiliates, and their respective officers, directors, employees, consultants, agents and suppliers from and against any and all claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to: (i) your use of the BizNexus Sites or Services, (ii) any violation of these TOU or applicable law by you in connection with your use of the BizNexus Sites or Services, (iii) any actual or alleged infringement by you, or any person accessing the BizNexus Sites or Services using your Account Information, of any intellectual property or privacy or other right of any third party, or (iv) any unauthorized use of the Services utilizing your Account Information, whether or not known or authorized by you.
18. Governing Law; Arbitration: Any controversy or claim arising out of or relating to these TOU and the agreements and policies referenced herein (including but not limited to the Deal Fee Agreement), or the breach thereof, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions, and shall be adjudicated by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall be experienced in and knowledgeable about legal issues related to ecommerce and software as a service. The place of arbitration shall be Boston, Massachusetts. Each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. The award of the arbitrator(s) shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
Entire Agreement, Waiver; Severability; Assignment: These TOU and the agreements and policies referenced herein (including but not limited to the Deal Fee Agreement) constitute the entire agreement between you and BizNexus, with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any failure by BizNexus to enforce a provision of these TOU is not a waiver of its right to do so later. If for any reason, any provision or portion of these TOU are held to be unenforceable, the remainder of these TOU will continue in full force and effect. You may not assign or delegate any rights or obligations hereunder. BizNexus may assign and/or delegate all of its rights and/or duties at its sole discretion to any third party.
These Terms of Use were last amended on January 19th, 2024.