Last Modified: December 7, 2018
Company utilizes email as a vital and primary communication channel with customers. As a registered user, Customer hereby acknowledges and grants Company permission to communicate with customer via email (as well as other communication channels such as phone and fax) for any purpose Company determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Company will use best efforts to honor Customer's request to opt out of marketing messages, but under no circumstances will Company have any liability for sending any email to its registered users/customers. With respect to sharing any personal data with third parties, Company does so in compliance with applicable law. For more information, please visit Company's Privacy Statement located at http://www.bizquest.com/support/privacy_policy.asp.
Submission and Administration of Listings
Customer agrees not to submit through the Websites any description, photograph, financial, contact or any other listing information to publish and advertise a business opportunity using the Service unless Customer has received all necessary rights, consents and/or authorizations from the appropriate parties, including, without limitation, photographers and/or copyright owners of any photographs. Customer agrees not to submit any image to Company which contains any misrepresentations or unsuitable, inappropriate or controversial content. Only one listing on the Company Websites published using the Service is permitted for each business opportunity (e.g., multiple business advertisements within a listing, or multiple listings for the same opportunity, is not permitted), and a listing may not be modified or edited in an attempt to sell a different business entity. Additionally, the Customer agrees to allow the listing, or any part of it, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Customer's website or the Company Websites. The Company 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 Websites and Company shall have the right to modify the listing in the exercise of its rights under this Agreement. Customer (a) represents and warrants that all business and associated information provided by Customer will be accurate, and to the extent applicable, Customer has acquired or obtained all the required licensing, permits and legal authority to market and sell the business(es) in the locations in which it is advertising; (b) agrees that Customer will not permit the posting of a business on the Websites under a name other than that of the business owner or the named licensed business agents that have been engaged by the business owner to market the business under the terms of a duly executed, active and exclusive listing agreement with the owner; (c) agrees to administer and maintain the accuracy of listings provided by Customer at all times; (d) shall ensure (and shall require its sales agents, if applicable) to respond to all buyer inquiries relating to the listing (i) within seventy-two (72) business hours and (ii) in a professional and respectful manner; and (e) agrees to provide to prospective buyers, free of cost, the information needed so that such prospective buyers can make a fully informed purchase decision. In addition, Customer agrees not to advertise a business opportunity as an Established Business unless such a business (1) is open and has been continuously operating for a minimum of one year (two years for internet-based businesses), (2) has an established customer base and a material revenue history, and (3) has ability to provide financial history information to qualified buyers. Company reserves the right to remove all or any part of the listings posted on the Company website.
Company accepts no responsibility for checking the accuracy of reports or data files submitted by Customer. While Company shall take all reasonable efforts for data backup and business resumption, Customer will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to Company.
Use of Information
All information obtained from the Service, including business listings, business broker directory, valuation reports, and any other information otherwise made available to Customer in the Service (individually and collectively, the "Content") is proprietary to Company and its licensors, and is protected by copyright and other U.S. and international intellectual property rights, laws and treaties. Customer agrees that Content reserved for members will be treated as proprietary, maintained as confidential and shall be protected as a trade secret of Company. Company does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer's own risk. Customer may access the Content solely to obtain initial information from which further evaluation and investigation may commence. Customer shall limit access to and use of Content to personal and internal use, and shall not use Content obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not use or reproduce Content obtained from the Service for or in connection with any other listing service or device. Customer shall not modify, merge, decompile, disassemble, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Service. Customer shall not access or use any portion of the Service if you are a direct or indirect competitor of Company, nor shall you provide, disclose or transmit any portion of the Service to any direct or indirect competitor of Company (by way of example, a "direct or indirect competitor" of Company includes, but is not limited to, Internet listing services or other business information services and employees, independent contractors and agents of such services). Customers violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their membership and will be assessed an excessive use fee of $500.
Term and Termination
The Company offers subscriptions to the Service through a number of products which vary and follow the term, renewal, and billing provisions as described below.
Individual Listings. Single listing subscriptions are purchased through http://www.bizquest.com/sell-a-business/. Customer may select a three-month or six-month listing term. Customer agrees to pay for the full value of the term (equal to the number of months in the term multiplied by the monthly rate) at the beginning of the initial term. After the initial term, individual listings renew on a monthly basis and are billed at the prevailing monthly rate until cancelled by Customer. Customer may cancel a listing at any time after the initial term, but the cancellation will take effect at the expiration of the then-current term. Customer agrees to provide written notice of such cancellation at least 10 business days before the end of any initial term or renewal month. Customer agrees that the fees paid for the initial term or any renewal month are non-refundable.
Multiple Listings. Multiple listing subscriptions are available to business brokers via the BrokerWorks service which also includes a broker profile on the Websites. Customers may select a monthly, quarterly, or annual BrokerWorks membership subscription (each the "Initial Term"). Customer will be billed monthly at the rate determined by your contract length. The BrokerWorks membership subscription shall continue for successive periods equal to the Initial Term (each such successive period being a "Renewal Term") commencing on the last day of the Initial Term or the Renewal Term, unless at least 10 business days prior to the last day of the Initial Term or Renewal Term Customer has provided Company written notice of intent not to renew. Mid-term cancellations are only permitted in the event that Customer pays all fees remaining for the then-current term. Any additional Showcase or Diamond listing upgrade subscriptions added to a BrokerWorks membership are month-to-month and can be cancelled at the end of any month with 10 business days advance notice.
Payment TermsCustomer agrees to pay for all products ordered through the Company website, or via Company client services personnel ("Client Services") using the payment method indicated and provides Company express authorization to charge said fees to their payment provider. Fees owed depend on the specific type and quantity of Company products, services, information, or deliverables (collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Company may immediately cease to provide any and all Deliverables to the customer. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the month or term. Fees paid for business listings and other products are not refundable. No partial month (or partial term if longer than a month) refunds will be provided. Customer may cancel their Company product membership by contacting us only by email (http://www.bizquest.com/support/contact.aspx) or by fax (415-764-1622). All cancellation requests will be processed within two (2) business days, and a cancellation confirmation will be emailed to the email address on record for the account. The product and/or membership will be deactivated at the end of the current billing term. Company reserves the right to change its fees or billing methods at any time. Company will provide timely notice to the affected Customers of any such changes. It is Customer's responsibility to promptly provide Company with any contact or billing information changes or updates (including email address, credit card numbers, etc.).
The Customer must notify Company about any billing problems, disputes or discrepancies ("Disputes") within ninety (90) days after charges first appear on their account statement. If Customer does not notify Company of a Dispute within ninety (90) days, Customer agrees to waive their right to dispute such problems or discrepancies.
Unsolicited Commercial Email (Spam)
Ownership and License Grant
Company retains all rights (including Intellectual Property Rights, as defined below), title and interest in the Websites and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others via manual or automated means (including the use of any robot, spider or other automated process): reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Company's technology or delete or alter author attributes or copyright notices. Customer shall use the Company system solely for their own use and shall not allow others to use the Company system under or through that Customer's login ID/email and password. Further, customer shall not use Company products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Limitation of Liability and Indemnification
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Customer's exclusive remedy, and Company's entire liability under this Agreement shall be a refund to Customer of the fees paid to Company hereunder, and in no event will Company's liability for any reason exceed such fee. Company (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer's use of the Deliverables, and Customer shall indemnify Company (and Company's officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Customer arising from Customer's use or application of the Services or the Deliverables.
ALTHOUGH COMPANY MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT, THE LISTINGS AND SERVICE ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” COMPANY DOES NOT ENDORSE OR RECOMMEND ANY CONTENT ARISING OUT OF THE SERVICE AND CUSTOMER USES SUCH CONTENT AT CUSTOMER’S OWN RISK. COMPANY MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS OR SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED STATES OF AMERICA, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.
Links to Third Party Sites
Procedure for Making Notification of Claims of Copyright Infringement
Other Rights of Company
BROKERWORKS MEMBERSHIP PROVISIONS
In addition to the General Provisions set forth above, the following additional provisions are specifically and only applicable to BrokerWorks Membership. In the event of a conflict between the General Provisions and the BrokerWorks Provisions, the BrokerWorks Provisions shall control:
BrokerWorks Member subscriptions will automatically renew at the prevailing monthly subscription cost and the credit card number provided for initial payment will be charged accordingly unless the customer notifies Company Client Services (in writing) 10 business days prior to the renewal date. A Customer who is joining BrokerWorks for the first time may receive a full refund during the first 30 days of a membership provided that Customer provides timely notification to Client Services in writing. The Company reserves the right to change its fees, payment frequency, or billing methods at any time. The Company will provide timely notice of any such changes.
Customer acknowledges that business listings will only be added to the Websites if all contacts added to that listing are also subscribing individual members including Agents as described below. All listings must be added in accordance with the Submission and Administration of Listings terms, as above. Listings may be for established businesses, business real estate for sale, business real estate for lease, or asset sales (e.g., sale of equipment, fixtures, applicable licenses, website domains, etc.). Customer may not delete then re-submit the same listing in order to affect the listing status on the Websites. Listings for businesses that are no longer active or available for sale must be immediately removed from the Websites. No start-up businesses or new franchise opportunities may be advertised on the Websites with respect to your BrokerWorks account. If you have an interest in posting start-up or new franchise opportunities on Websites, please contact Company at http://www.bizquest.com/support/contact.aspx. Company reserves the right, in its sole discretion, to remove any listing from the Service. Company reserves the right to remove listings that are deemed excessive in number or in violation of the Submission and Administration of Listings terms.
BROKERWORKS AGENT PLAN PROVISIONS
BrokerWorks Agent Plans
BrokerWorks Agent Plans are designed for business brokers ("Broker") to allow their sales agents to be designated as a listing contact and gain additional exposure on Websites. By inviting an individual ("Agent") to create an agent profile on your BrokerWorks account you certify that the person you are inviting is a sales agent working under your license and marketing businesses for sale for which you hold the listing agreement. You agree that no agent profile will be added for a fictitious person, and that each agent will have a single profile. The Company may, in its sole discretion but without any obligation to search for such, remove Agent profiles that Company reasonably believes have been created in violation of this provision.
BrokerWorks Premium and BrokerWorks Elite customers in good-standing ("Broker") may invite a limited number of their sales agents to create an agent profile within their main BrokerWorks account. The number of available agent profiles is tied to the BrokerWorks membership level (Premium or Elite) of the Broker. Broker may contact Company if additional agents are needed beyond those available in their membership for an additional fee. Brokers may assign listings within their BrokerWorks account to Agents; however, Broker maintains ownership of said listings. It is Broker's responsibility to maintain (add, edit, delete, assign or reassign) all of the listings in the BrokerWorks account. Agents may not add, delete, edit or assign listings.
Agents must at all times be an invitee under an active BrokerWorks account. Agents are advised that they may be removed from the BrokerWorks account by the Broker at any time. If Agent has paid fees to Company for additional marketing services described above and Agent is thereafter removed from the applicable BrokerWorks account through no fault of Agent (i.e. Broker removes Agent plan from Broker account, or Broker account is terminated for any reason), then, upon request, Company will refund Agent a prorated amount of charges paid. Proration will be based on the number of days remaining for the purchased service.
FRANCHISE DIRECTORY PROVISIONS
Company's Franchise Directory provides Leads (as defined herein) to Customer on a cost per lead or fixed fee basis. Franchise Directory customers are billed a one-time set-up fee, and for leads delivered on a monthly basis. The one-time set-up fee includes the creation of an online brochure (from content provided by Customer) and one round of revisions prior to the brochure being posted on the Websites. Any subsequent revisions, prior to or after launch, will incur additional fees. The Customer's credit card is charged for leads delivered after Customer has had a chance to review lead information, generally by the 5th business day of the following month. The Company may charge a minimum monthly fee for advertising exposure on the Websites if the monthly lead charges do not exceed this minimum. Any third party marketing representative or agency wishing to advertise a franchise in the Franchise Directory must provide to Company written approval from the franchisor stating that such third party is the authorized marketing representative.
A "Lead" is defined as: a user who submits information to be contacted by the sponsor franchise, and such user includes its (i) first and/or last name, (ii) desired location, (iii) phone number and/or email address, and (iv) user available capital. All Lead submissions to Franchise Directory sponsors are executed by the party submitting the Lead. Customer shall not resell Leads received from the Websites to other third parties.
Customers will not be billed for Leads that are: (a) located outside of the United States, its territories, or Canada, unless Customer opts-in to additional locations or (b) are duplicates of Leads received during the same calendar month for the same franchise concept, or (c) include demonstrably invalid information for both phone number and email address. Company will utilize its best efforts to review the validity of Leads.
Cancellations may be made at any time, but are effective at the end of the month when notice of cancellation is received. Cancellations must be received by either email or in writing.