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. 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.
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. Platform: BizNexus provides a platform used by business brokers (“Intermediaries”) and business services providers (collectively with Intermediaries, “Providers”) as well as business owners and prospective buyers and sellers of businesses (“Entrepreneurs”). Entrepreneurs and Providers are referred to collectively as “Site Users,” in these TOU. The BizNexus platform: (a) provides content and functionality related to valuing, and preparing to buy, sell or operate, a business; (b) allows Intermediaries to list businesses for sale and connect with prospective buyers; (c) connects prospective sellers of businesses with Intermediaries and other Providers, based on their location, industry, or other needs; and (d) offers certain digital marketing functionality to Providers and Entrepreneurs (collectively the “Services”).
3. Site Users: 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, accurate, identification, LinkedIn 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. Intermediary Connection Platform: BizNexus provides a platform to connect Entrepreneurs looking to be matched with one or more Intermediaries (each a “Connection”) to facilitate the sale of their business (each a “Site Transaction”). The Intermediary Connection Platform is currently not available for Site Transactions in the following states: AK, AZ, CA, CO, FL, GA, ID, IL, MN, NE, NV, OR, SD, UT, WA, WI and WY. Site Transactions are limited to those deals resulting in the sale of established businesses, business real estate for sale, business real estate for lease or asset sales (as opposed to stock or other ownership interest).
The following additional terms apply to each Connection and any Site Transaction:
a. Terms for Intermediaries. Intermediaries who participate in the Intermediary Connection Platform, must submit an executed Participation Agreement to BizNexus prior to receiving any Connection from BizNexus. You acknowledge and agree that your use of the Intermediary Connection Platform is voluntary and can be terminated by either of us for any reason at any time upon written notice. However, any Connection made prior to such termination will continue to be subject to the terms of these TOU and the Participation Agreement.
i. Eligibility. In order to qualify to receive a Connection from BizNexus, you must: (a) notify BizNexus in writing of any changes to the information provided to BizNexus in the Participation Agreement; and (b) comply in all respects the terms of the Participation Agreement and these TOU.
ii. Participation Fee. If you receive a Connection and subsequently close a Site Transaction, unless otherwise set forth in an Participation Agreement, you agree to: (a) submit reasonable documentation of the Site Transaction identifying the Entrepreneur, the Site Transaction value and your gross commission, or revenue received by you in connection with the Site Transaction, along with relevant internal franchise or corporate documentation related to final transaction value and commission received ( “Documentation”) to BizNexus at firstname.lastname@example.org or such other method as directed by BizNexus; and (b) pay BizNexus a fee as set forth in the Participation Agreement (the “Participation Fee”) within ten (10) days of the Site Transaction closing.
iii. Responsibilities. You agree that you will:
· Obtain and maintain any and all applicable licenses or registrations required for you to participate in the Intermediary Connection Platform and perform the business services contemplated in this Section 4(a);
· Perform any business services with respect to any Connection or Site Transaction in a professional manner and in accordance with industry standards;
· Respond promptly to inquiries from BizNexus with regard to the status of any Connection or Site Transaction;
· Not use, store or disclose any information provided by BizNexus with respect to a Connection for any purpose other than for you to engage with the Entrepreneur to represent them in connection with a Site Transaction;
· Not assign or delegate (except to your personnel) any of your rights or obligations under the Participation Agreement or these TOU; and
· Comply with any and all state and federal laws applicable to your use of the Intermediary Connection Platform 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.
b. Terms for Entrepreneurs. Entrepreneurs who request or receive a Connection from BizNexus acknowledge and agree to the following:
i. Upon your request, BizNexus may, but is no under no obligation to, provide you with a Connection. You consent to being contacted by mail, phone, email or text message by BizNexus to request additional information to facilitate making a Connection and by an Intermediary identified by BizNexus.
ii. BizNexus may provide you a Connection to an Intermediary; however, BizNexus does not make any warranty with respect to the skills or suitability of any Intermediary, or the terms of any agreement you may enter into with any Intermediary.
iii. As a result of your use of the Intermediary Connection Platform, BizNexus may receive payment (a Participation Fee) that may be a percentage of the commission or other revenue received by the Intermediary in connection with the Site Transaction. There is no charge to the Entrepreneur. Any payment due to BizNexus is based on a separate agreement between BizNexus and the Intermediary or Provider.
iv. Your use of the BizNexus platform is voluntary and can be terminated by either of us for any reason at any time with written notice. However, any Connection made prior to such termination will continue to be subject to the terms of these TOU and the agreement between BizNexus and the Intermediary.
5. Businesses Opportunity Listings: BizNexus provides Site Users with information about established businesses for sale and internet businesses for sale (each a “Listing”). Each Intermediary that submits a Listing to BizNexus through the BizNexus Sites or otherwise, acknowledges and agrees as follows:
a. Listings will include only those business opportunities that involve the sale of the assets of a business (as opposed to stock or other ownership interest).
b. Intermediary will ensure that all Site Transaction information provided by you to BizNexus meets the requirements for “User Content” set forth in Section 7.
c. Intermediary will at all times accurately represent or describe the business opportunity; multiple business opportunities within a single Listing, or multiple Listings for the same business opportunity are not permitted;
d. Intermediary will ensure that all Listings meets the requirements for “User Content” set forth in Section 6;
e. BizNexus shall have the sole authority to choose the manner in which any Listing will be searched, displayed, accessed, downloaded, copied, and otherwise used on the BizNexus Sites and BizNexus shall have the right to modify the listing in the exercise of its rights under this Agreement;
f. Intermediary will respond (and require its sales agents, if applicable, to respond) to all inquiries relating to a Listing promptly, thoroughly and in a professional manner;
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) Provider is able to provide historical financial information to qualified buyers;
h. BizNexus does not provide data storage services to Intermediaries; you are solely responsible at your sole cost and expense for creating a backup copies of all Listings; and
i. Intermediary represents and warrants that: (i) Intermediary or his or her employer has a duly executed, active and exclusive listing agreement with the owner of the business opportunity described in each Listing; and (ii) Intermediary will comply with any and all state and federal laws applicable to the use of the BizNexus platform 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.
j. Intermediary will not post or advertise new franchise opportunities on BizNexus
k. Intermediary agrees to not include contact information within listing descriptions, profile descriptions or uploaded photos associated with added listings or the BizNexus profile.
6. Digital Marketing Services. The following additional terms apply to Provider’s use of the Digital Marketing Services:
a. Provider will ensure that all marketing copy and other information provided to BizNexus meets the requirements for “User Content” set forth in Section 7;
b. Provider shall be solely responsible for its compliance with the terms and conditions associated with any third party marketing platform used in connection with the Digital Marketing Services, and shall provide valid consent for BizNexus to use such third party marketing platforms on Provider’s behalf ; and
c. Provider shall be solely responsible for any and all compliance with marketing regulatory requirements in connection with its use of the Digital Marketing Services, including but not limited to: the FTC Act, 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 Provider’s use of the Digital Marketing Services, Provider agrees 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).
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.
a. Visitors to BizNexus Sites acknowledge that: (i) BizNexus may not pre-screen User Content and, as such, BizNexus does not guarantee the accuracy, integrity, or quality of such User Content; (ii) 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; (iii) you may be exposed to User Content that is indecent, offensive, or otherwise objectionable; and (iv) 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.
b. If BizNexus is made aware of User Content that may be: (i) libelous, obscene, excessively violent, scandalous, defamatory, or that BizNexus determines in its sole discretion to be otherwise unacceptable, undesirable, or objectionable, (ii) a violation of 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) holds 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. BizNexus may reject or decline to publish any Professional review 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 any Third Party Content 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, BizNexus and related Services names and logos (the “Marks”) are the trademarks of BizNexus, Inc., 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.
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 notice to the BizNexus Copyright Agent including the following information:
a. 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.
b. 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.
c. A description of where the material that you claim is infringing is located on a BizNexus Site.
d. Information sufficient to permit BizNexus to contact you, such as your physical address, telephone number, and email address.
e. 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.
f. 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.
The BizNexus Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
732 East Broadway
Boston, MA 02127
By email: email@example.com
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:
a. Site Users are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). Site Users are responsible for those fees. In addition, Site Users must provide and are responsible for all equipment necessary to access the Services.
b. Site Users shall be solely responsible for the accuracy, quality, integrity and legality of the User Content submitted by them.
c. Site User further agrees: (i) 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 (ii) 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 with respect to Site User’s identity.
12. Charges, Billing, Payment:
a. In order to register for a Service that requires payment of a fee (a “Premium Service”), you must 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 Premium 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 Premium 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 the Site User in the previous month; and (3) any unpaid amounts due from previous months, including late payment fees and interest accrued, as applicable. If BizNexus does not receive payment from your card issuer, you agree to pay BizNexus all amounts due immediately upon demand. Fees do not include, and Site User is 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 the Site User, or in the form of an announcement on the BizNexus Sites.
b. You must pay for all charges in full each month as set forth in this section. 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 Premium 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 Premium Service subscription, and Premium 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 Premium Service subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to 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 users of the BizNexus Site and for 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
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 SITE 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).
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 Participation 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.
19. Entire Agreement, Waiver; Severability; Assignment: These TOU and the agreements and policies referenced herein (including but not limited to the Participation 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 the TOU to be unenforceable, the remainder of the 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.