Acceptance of the Terms of Use
These Acquire.com Buyer and Seller Terms of Use (the “Agreement”) govern Your registration as a buyer or seller (“You”) on the Acquire.com Marketplace, Your use of the Acquire.com Marketplace and all tools offered on the Marketplace, including, but not limited to, the LOI Builder, the APA Builder, the Funds Verification Tool, and the Guided Acquisition Process (GAP) Integrated Financials and Metrics, the message center and chat function, the Automated NDA feature, the Escrow.com and SRS Acquiom integrations, and any related services provided by Acquire.com (collectively, the “Services”). This Agreement creates a binding contract between You and Acquire, Inc., a Delaware corporation, and its subsidiaries (“Acquire.com” or “We”). Please read the Agreement carefully, as it will define, and in some cases limit, Your rights with respect to Acquire.com and Your use of the Services.
These terms are an integral part of the https://www.acquire.com/ (together with all its subdomains, including http://valuations.acquire.com/, the “Website”) Terms of Use that apply generally to the use of the Website. You should also carefully read our Privacy Policy.
1. Eligibility; Authority.
The individual or entity whose name is set forth in the Acquire.com registration process represents and warrants to Acquire.com that: (i) they have the full right, power, and authority to enter into this Agreement on behalf of them and create a binding obligation on themself; (ii) the execution and delivery of this Agreement has been fully authorized by such individual or entity; (iii) they have not previously been terminated from using the Services for violating any agreement with Acquire.com; and (iv) all information provided by them is complete, accurate, and up-to-date.
IMPORTANT: IF YOU REGISTER AS AN INDIVIDUAL WITH ACQUIRE.COM DURING THE REGISTRATION PROCESS, AND IF YOU ARE A SELLER, THE BUSINESS YOU ARE LISTING TO SELL IS ORGANIZED AS AN ENTITY, OR IF YOU ARE A BUYER, THE FUND, ENTITY, OR ANY OTHER FORM OF INVESTMENT VEHICLE WITH WHICH YOU ARE SEEKING TO PURCHASE A STARTUP IN THE ACQUIRE.COM MARKETPLACE IS ORGANIZED AS ENTITY, YOU HEREBY AGREE TO THIS AGREEMENT ON BEHALF OF SUCH AN ENTITY AND REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED AND HAVE THE AUTHORITY TO BIND SUCH AN ENTITY TO THIS AGREEMENT.
2. Your Materials; License.
2.1. Your Materials. You are solely responsible for: (a) all materials and company data submitted to Acquire.com for inclusion in a startup listing or profile description or for use in connection with the Services, including startup listings, startup details, financial information regarding Your startup, videos, information, URLs, contact information, and photos, whether or not created originally by You (“Your Content”); and (b) all websites and content linked, or otherwise referenced, in Your Content (the “Linked Content” and together with Your Content, “Your Materials”).
2.2. License. You hereby grant to Acquire.com a royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable right and license to copy, modify, display, distribute, perform, create derivative works from, store and otherwise use and exploit, all Your Content, in any form through any media, software, or technology, in connection with: (a) providing You the Services; and (b) distributing Your Content on or in connection with the websites and other properties owned, operated, or powered by Acquire.com (including its subsidiaries) (the “Acquire.com Properties”) or through its authorized partners and licensees (together with the Acquire.com Properties, the “Acquire.com Network”). Acquire.com makes no claim to any ownership interest in Your Content obtained from You under this Agreement, and no ownership rights will be transferred under this Agreement.
2.3. Representation and Warranties. You represent and warrants to Acquire.com that: (a) You hold all ownership rights, including all applicable intellectual property rights, in Your Content necessary to grant Acquire.com the license in Section 2.2 and Your Content will not violate any third-party rights; (b) Your Content, and Your use of the Services, do not violate, facilitate, or encourage violation of any applicable law, and You will not discriminate in the purchase or sale of any startup on the basis of any protected class under applicable laws; (c) Your Content is not obscene, defamatory, disparaging, deceptive, profane, or indecent; (d) the provision of Your Content does not violate any confidentiality obligations to which you are bound, or you do not have permission to provide Your Content; and (e) Your Content is not misleading, intentionally or negligently fraudulent and is true and correct in all respects as of the date of its disclosure.
2.4. Display; Listing Quality. Acquire.com will have the sole right to determine the placement and location of all or any portion of Your Content on the Acquire.com Marketplace. You will provide Acquire.com with all Your Content necessary for Acquire.com to provide the Services within 30 days of Your registration on the Acquire.com Marketplace, and will continue to provide all Your Content necessary to perform the Services for the duration of this Agreement. You are responsible for promptly updating Your Content and Your contact information as necessary, including updating any changes to Your profile or listing regarding availability, pricing, or content. Acquire.com may send notice to You, as described in Section 17.6 below, requiring You to resolve any issues related to Your Content, including errors in the Your Content or Your Content that violates this Agreement. For clarity, Acquire.com has the right, in its sole discretion, to remove or modify the Your Materials for any reason, including format, spelling, or other matters of presentation, or if Acquire.com believes the Your Materials violate this Agreement. You grant Acquire.com permission to utilize an automated software program to retrieve and analyze websites associated with the listed startup for quality and service purposes. You hereby authorize Acquire.com to modify Your Materials for listing and presentation purposes on the Acquire.com Marketplace.
3. Prohibited Uses; Confidentiality; Source of Information
3.1 Prohibited Uses.
You will not, and will not authorize any party to: (a) provide any fraudulent, negligently misrepresentative, or otherwise misleading listings; (b) use any Services for benchmarking or similar testing; (c) use any automated or manual means of scraping or data extraction to collect Acquire.com listing, profile, or any advertisement related information from the Acquire.com Properties except as expressly permitted by Acquire.com, in writing; (d) use any Services for the purpose of building a competitive product or service; (e) list anything illegal or engage in any illegal or fraudulent business practice, or not in compliance with the Content Standards set forth in our Terms of Use; (f) conduct automatic queries, including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity meant to obtain information from the Services or interfere with the performance of the Services; (g) re-post or display in any way the public or confidential information of any startup on any other domain, whether private or public and without limitation, (h) sell, purchase, advertise, solicit, or engage in securities transactions, as the term security is defined in the Securities Act of 1933, as amended (a “Security” or “Securities”) in any way; (i) advertise in any way, in any format, on the Acquire.com Properties; (j) commit any Prohibited Uses as defined in our Terms of Use; or (k) engage in any acts or omissions that violate the Acquire.com Code of Conduct.
3.2 Confidentiality.
The confidentiality of Your information on Acquire.com is critically important and something we take very seriously.
3.2.1 Definitions.
The term “Evaluation Material” means information concerning a provider of information (“Provider”) which has been or is furnished to a recipient of information (“Recipient”) or its Representatives in connection with the Recipient’s evaluation of a possible transaction (a “Possible Transaction”) on the Acquire.com Marketplace (as defined in Section 6.1), including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Recipient hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient’s possession prior to its being furnished to the Recipient by or on behalf of the Provider, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information.
“Representatives” shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.
3.2.2 Use of Evaluation Material and Non-Disclosure
Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient’s Representatives who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient’s Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider’s Evaluation Material except as provided in this Agreement.
Each Recipient agrees that, without the prior written consent of Provider, each Recipient will not, and it will cause its Representatives not to, disclose to any person or entity (i) that Evaluation Material has been exchanged between the Provider and Recipient, (ii) that discussions or negotiations are taking place between Provider and Recipient concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof), provided that each Recipient agrees that automated features on on the Acquire.com Marketplace may share automated and anonymized details the deal status of the Possible Transaction such as when a startup has received a Letter of Intent or has executed a Letter of Intent.
3.3 Source of Information
All Evaluation Material that is displayed or shared in the Acquire.com Marketplace or anywhere else on the Acquire.com Properties is material that is shared by the respective buyer or seller, and does not originate from Acquire.com. Acquire.com makes no representations or warranties of any kind regarding such Evaluation Material.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY REPRESENTATIONS OR WARRANTIES RELATED TO THE EVALUATION MATERIAL ARE MADE BY THE BUYER OR SELLER, AS THE CASE MAY BE, SHARING OR DISPLAYING SUCH EVALUATION MATERIAL, AND NOT BY ACQUIRE.COM OR ANY OF ITS PERSONNEL.
4. Types of Users and Transactions that we allow in the Acquire.com Marketplace
4.1 Locations. We do not perform business or service any customers located in any U.S. sanctioned country.
4.2 Deal Structures. Acquire facilitates the purchase and sale of assets only in the Acquire.com Marketplace.
4.3 No Securities. We do not promote, encourage, solicit, or facilitate the sale of Securities in the Acquire.com Marketplace in any way. We actively monitor the Acquire.com Marketplace to ensure that no Securities are being purchased or sold in the Acquire.com Marketplace. If we determine that You are promoting, encouraging, or facilitating a Securities transaction or are engaged in a Securities transaction in the Acquire.com Marketplace, we will remove You effective immediately. Such Securities transactions include, but are not limited to, the following:
I. the purchase and sale of any equity securities, including common stock, preferred stock, or limited liability ownership interests;
II. partial or full ownership buyouts; or
III. The purchase and sale of any debt security, including, but not limited to, any note, bond, or any evidence of indebtedness.
We reserve the right to disallow any transaction or remove any user from the Acquire.com Marketplace for any reason not explicitly stated in this Section 4, including, but not limited to, whether the transaction or user would violate any applicable law, regulation, or statute.
5. Account Suspension or Termination; Pricing
5.1 Account Suspension or Termination
You may end Your legal agreement with Acquire.com at any time by deactivating Your account(s) and discontinuing Your use of the Services.
Please see our Refund Policy here.
If we have determined that You have breached any terms of this Agreement or any other of our terms or policies, we may suspend or permanently disable Your account. In any case, We reserve the right to update, suspend, discontinue any Services, to remove You as a registered buyer or seller or otherwise terminate or suspend Your account(s) with us at any time, for any reason, with or without cause and in our sole discretion.
5.2 Pricing
5.2.1 Subscription Fees
5.2.1.1 Our current pricing schedule for buy-side Subscription Fees to the Website can be found here. We charge this fee for access to our Services and for viewing and communication access to the Startups that choose to use our Services and are displayed on the Website.
5.2.1.2 Our current pricing schedule for sell-side subscription fees to the Website can be found here. We charge this Subscription Fee for access to our Services and for access to the buyer pool that have chosen to use our Services and pay the buy-side Subscription Fee
WE RESERVE THE RIGHT TO MODIFY OR INCREASE OUR SUBSCRIPTION FEES AND THE SERVICES OR ACCESS PROVIDED IN EXCHANGE FOR SUCH SUBSCRIPTION FEES IN OUR SOLE DISCRETION AT ANY TIME AND IN OUR SOLE DISCRETION, WITH OR WITHOUT ADVANCE NOTICE TO YOU. WE WILL PROVIDE ADEQUATE WRITTEN NOTICE TO YOU OF ANY PRICE CHANGES AS OF ITS EFFECTIVE DATE, AND SUCH PRICE CHANGE SHALL BE APPLICABLE FROM THAT DATE FORWARD.
5.2.2 Closing Fees
If you are a registered seller in the Acquire.com Marketplace, You agree to pay Acquire.com a services fee, which we refer to as the “Closing Fee” that is due within five (5) business days of selling Your startup on or through the Acquire.com Marketplace. You can find the then-active Closing Fee schedule here. Like our subscription fee schedule, we reserve the right to change the Closing Fee at any time, with or without notice to You, and will provide you with adequate notice of such changes. The then-current Closing Fee shall be applicable to purchases and sales from the date of such adequate notice forward, regardless of when You and a buyer on the website began acquisition discussions or negotiations.
The Closing Fee that we charge is calculated from and is inclusive of all components of the purchase price of a transaction, which include, but are not limited to, a down payment of cash, stock consideration, delayed contingent payments (e.g., an earnout or any conditional holdbacks), delayed non-contingent payments, such as payments made through any financial instrument such as a secured or unsecured promissory note, management agreements or any post-closing services agreement, or any other form of consideration that may be utilized in a transaction. All deferred contingent or non-contingent payments of a transaction shall be considered as paid to You at closing for purposes of calculating the Closing Fee and such portion of the Closing Fee shall be due and payable to us at the time of closing.
In the event a transaction consists of non-cash consideration, such as securities, You agree to pay the Closing Fee that is proportional to such non-cash consideration to Us in cash. The Closing Fee shall not be paid to Us in non-cash consideration.
You agree to (i) include the Closing Fee on any agreed-upon Funds Flow Memorandum utilized in connection with any transaction you enter into through the use of our Services; (ii) include the Closing Fee in any closing payment wire of the purchase price of any transaction you enter into through the use of our Services; or (iii) if you utilize an escrow agent, include the Closing Fee and Us in the disbursement of funds from the escrow agent.
You agree that you shall abide by the terms of Section 17.8 in connection with the remittance of the Closing Fee to Us.
6. What Acquire.com Does
This section defines and delineates what the Services consist of, and what they do not consist of. Please read it carefully as it states what is and what is not your responsibility in connection with the Services and any transaction you enter into through the use of the Services.
6.1 Acquire.com’s Services. Acquire.com facilitates an online marketplace that allows potential buyers of businesses to speak with sellers of businesses (the “Acquire.com Marketplace”).
6.2 Compensation Disclosure. Occasionally, we will refer you to third-party M&A professionals (each, an “Advisor”) with which we have professional relationships to assist you with any professional services that you may require. Depending on which Advisor is being utilized, Acquire.com may take a certain percentage of the professional services fees or other form of payment--depending on the type of Advisor and to the extent permitted by state and federal laws, rules, and regulations--charged by an Advisor that You engage with as a referral fee for connecting You and such Advisor. By accepting the Agreement, You hereby agree and acknowledge that Acquire.com has disclosed such referral fee arrangement to You and that You consent to the same.
You are not required in any way to engage with any Advisor. By accepting this Agreement, You are NOT obligating or committing Yourself to engage with any Advisor.
6.3 Partner Compensation Disclosure. In some instances, We may give You the option to finance the acquisition of a startup on the Acquire.com Marketplace, or otherwise assist You in the purchase or sale of a startup on the Acquire.com Marketplace, by using one of our trusted partners, including, but not limited to, Mercury, escrow.com, Boopos, or any other of our partners. In some instances in which You use one of these partners for financing Your acquisition, the partner may pay a referral fee of some amount to Acquire.com in consideration of the introduction.
BY ACCEPTING THIS AGREEMENT, YOU HEREBY AGREE AND ACKNOWLEDGE THAT ACQUIRE.COM HAS DISCLOSED SUCH REFERRAL FEE ARRANGEMENT TO YOU AND THAT YOU CONSENT TO THE SAME.
6.4 Deal Messaging. When a startup has received a Letter of Intent (LOI) from a buyer on the Acquire.com Marketplace, our platform will automatically send a message to other potential buyers on the Acquire.com Marketplace informing them that such startup has received an LOI, but will not disclose the identity of the buyer, any details regarding the buyer, or any details regarding the terms of the offer or the terms themselves. Additionally, when Your startup has been acquired, our platform will automatically send a message to all other buyers to which you have granted access informing each buyer that your startup has been acquired. By accepting the Agreement, you hereby agree and consent to such messaging.
7. What Acquire.com does NOT do
Acquire.com strives to allow the highest quality buyer, sellers, and M&A professionals to connect in order to further its mission of becoming the most efficient startup acquisition marketplace in the world. However, you hereby acknowledge and agree that Acquire.com DOES NOT engage in, or IS NOT, now or at any time in the future, any of the following:
1. Unless we have entered into a separate agreement with You, signed by You and us, that EXPLICITLY establishes an agent-principal relationship in writing, Acquire.com does not represent You, as a buyer or seller in the Acquire.com Marketplace,” in any fiduciary, agent-principal, broker, attorney-client, or any other capacity whatsoever and Your use of the Services does NOT create, by implication or otherwise and without limitation, any fiduciary duty, attorney-client relationship, representation, or any other sort of professional relationship or representation whatsoever. Acquire.com is NOT and does not hold itself out to be Your attorney, broker, fiduciary, agent, or any sort of other representative, professional or otherwise. Acquire.com engages in no negotiation whatsoever on Your behalf.
2. Acquire.com is not a law firm and the Services do not constitute legal advice, nor does Acquire.com intend for the Services to constitute legal advice. Acquire.com will never provide legal advice or legal analysis to You. Acquire.com is not qualified to provide legal advice or legal analysis to You. Any information that Acquire.com or its employees or independent contractors provide regarding M&A transactions is for informational purposes only and is NOT legal advice or legal analysis and should not be interpreted or treated as such.
3. Acquire.com does not facilitate or assist with any closing items of any kind, including, but not limited to, obtaining any tax or lien clearances, the publishing of bulk sale notifications, obtaining Employment Development Department, Board of Equalization, or Franchise Tax Board releases, or the filing of any purchase price allocation forms, e.g, IRS Form 8594 (collectively, “Closing Items.”) All Closing Items are exclusively Your responsibility.
4. Unless we have entered into a separate written agreement with You, signed by You and us, that EXPLICITLY states that we will render such services, Acquire.com does not broker or transact any of the transactions on the Acquire.com Marketplace. Acquire.com does NOT act as a business broker, investment banker, M&A advisor, business transfer agent, intermediary, or any other sort of professional engaging in the purchase and sale of businesses.
5. Acquire.com and each Advisor are independent contractors. Acquire.com has no power or authority to assume or create any obligation or responsibility on behalf of an Advisor. Acquire.com has no right, power, or authority to enter into any agreement or undertaking, or to act as or be an agent or representative of, or otherwise bind, an Advisor.
6. While Acquire.com attempts to curate the best Advisors in their respective verticals, Acquire.com makes no representations, warranties, or guarantees of any kind regarding any Advisor or any of any Advisor’s services for You.
7. While Acquire.com attempts to curate the best partners in their respective sectors, such as Mercury, and Boopos, Acquire.com makes no representations, warranties, or guarantees of any kind regarding any partner or any of any partner’s services for You.
8. Acquire.com performs no technical, legal, financial, or any other kind of due diligence on buyers or sellers in the Acquire.com Marketplace and makes no representations, warranties, and guarantees regarding such buyers or sellers of any kind. Acquire.com cannot guarantee whether a business listed on the Acquire.com Marketplace is suitable for a potential buyer, or whether any businesses listed on the Acquire.com Marketplace will meet the performance expectations of a buyer. Acquire.com is not responsible for a seller’s truthfulness regarding the existence, quality, accuracy, or completeness of any listing on the Acquire.com Marketplace. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR PERFORMING ALL DUE DILIGENCE ON ALL BUYERS AND SELLERS IN THE ACQUIRE.COM MARKETPLACE.
9. Acquire.com is not a party to any transaction agreement or definition document pertaining to an M&A transaction between You and a buyer or seller on the Acquire.com Marketplace, or You and an Advisor.
10. Acquire.com does not guarantee the success of any M&A transaction originated in the Acquire.com Marketplace. All transactions contain inherent risk and are arm’s length negotiations between the buyer and seller of a startup. Prior to signing binding, definitive purchase and sale documents, neither party is typically under no legally binding obligation to consummate the transaction and Acquire.com cannot guarantee or force any buyer or seller to consummate such transaction, and is not responsible or liable for any costs, expenses, damages, or fees that were incurred by either party during such a transaction.
11. Acquire.com is not a valuation firm and any valuations or opinions of value provided through the SAAS Valuation Calculator are for informational purposes only. Acquire.com cannot and does not make any guarantee, representation, or warranty regarding the accuracy or completeness of any information obtained through the SAAS Valuation Calculator. While the information provided has been obtained from sources believed to be reliable, Acquire.com and its subsidiaries do not attest to its accuracy or completeness.
12. Acquire.com does not engage in dispute resolution of any dispute, controversy, disagreement, or proceeding between you and any buyer or seller on the Acquire.com Marketplace, or with any Advisor.
13. Acquire.com does not offer to sell startups or other business opportunities, buy or offer to buy startups or other business opportunities, solicit prospective sellers or buyers of startups or other business opportunities, or negotiate the purchase, sale, or exchange of startups or other business opportunities.
8. Acquire.com Resources; SAAS Valuation Calculator; LOI BUILDER; GAP
All resources that we provide in the Acquire.com Marketplace, including, but not limited to, the SaaS Valuation Calculator, the LOI Builder, and the Guided Acquisition Process (GAP), are for informational purposes only and do not constitute legal, tax or any other type of professional advice.
The LOI Builder is for informational purposes only and does not constitute an attorney-client relationship between Acquire.com and You. You hereby agree and acknowledge that Your use of the LOI Builder does not constitute an attorney-client relationship between You and Acquire.com and hereby waive any action, claim, or suit that the LOI Builder creates any form of attorney-client relationship between You and Acquire.com.
GAP is provided for informational purposes only and You agree and acknowledge that our provision of GAP and Your use of GAP does not constitute or create any sort of fiduciary, agent, broker or any other type of professional or fiduciary relationship between You and Acquire.com and You hereby waive any, action, claim, or suit that GAP constitutes or creates any sort of fiduciary, agent, broker or any other type of professional or fiduciary relationship between You and Acquire.com.
In all instances You should consult with legal, tax, or other advisors with regard to Your personal situation.
The Saas Valuation Calculator is for informational purposes only and does not substitute and cannot be a substitute for a valuation performed by a qualified professional. There are or could be many unknown or unexpected factors that could affect the market value of Your startup, and for this reason we encourage You in all instances to consult with qualified professionals in order to obtain a valuation for Your company.
9. Business Information Provided Voluntarily For Use of Service.
We may collect information that You voluntarily provide to us in order to provide You the Services. Specifically, if You register as a Seller on the Acquire.com Marketplace, if You wish to incorporate data from Your accounts with third-party tools and applications, such as Stripe, Google Analytics, ChartMogul, Baremetrics, or Profitwell and display such data on the information page of Your startup listing to potential buyers on the Acquire.com Marketplace, by signing into Your account with such third-party tools and applications on the authorization page or providing us with Your API Keys or View IDs on such third-party tools and applications, You are authorizing us and granting us read access to certain information in Your accounts with such third parties for the purpose of providing the Services.
In any event, You use any third-party services or content solely at Your own risk and must be aware of any third-party terms and conditions and have consented to them. Under no circumstances will Acquire.com be deemed liable or have any obligations whatsoever in relation to the content, proper functionality, availability or the security of any link with any third-party services or transactions completed, and any contract entered into by You with any such third-party.
For more information regarding the above, please see “Information Provided Voluntarily For Use of Services” in our Privacy Policy.
10. Persona Integrations
Acquire.com utilizes Persona (“Persona”) to verify the identities of the users in the Acquire.com Marketplace as well as conduct any necessary background checks for compliance purposes (the “Persona Services”). We do not collect or keep any of the information that Persona collects. All activity is conducted through Persona and we are not a party to any interaction or transaction between You and Persona.
You hereby authorize Persona to collect any information that is necessary for performing the Persona Services.
11. Escrow Integrations
We partner with Escrow.com and SRS Acquiom in order to streamline escrow services in the event of an acquisition that is generated out of the Acquire.com Marketplace. For each of these transactions, escrow.com or SRS Acquiom is the escrow agent of record and our role is limited only to generating a transaction for Your acquisition in the Acquire.com Marketplace with either escrow.com or SRS Acquiom.
Any disputes or controversies regarding such an escrow transaction should be addressed to Escrow.com or SRS Acquiom only. Acquire.com is not licensed or authorized to be a part of escrow, to cancel or modify a funded transaction in any way, or to adjudicate or mediate any escrow transaction.
Like Acquire.com, Escrow.com and SRS Acquiom do not complete any Closing Items on your behalf. You hereby acknowledge and agree that all Closing Items are exclusively your responsibility and may require professional counsel in order to complete.
All Escrow.com transactions are subject exclusively to the Escrow.com Terms of Use and the Escrow.com Dispute Process. All SRS Acquiom transactions are governed by the documents entered into with SRS Acquiom, such as its Escrow Agreement.
Under no circumstances shall Acquire.com be liable, in any amount, for any damages resulting from or relating to any escrow dispute between a buyer and seller in the Acquire.com Marketplace.
12. Disclaimer
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES AGAINST US.
Acquire.com does not own or control any of the buyers, sellers or any of the sellers’ businesses or assets, or Advisors in the Acquire.com Marketplace. The availability of any buyer, seller, or Advisor does not indicate an affiliation with or endorsement of any buyer, seller, or Advisor. Accordingly, Acquire.com does not provide any representations, warranties, or guarantees with respect to any buyer or seller or any business or assets of any seller, or any Advisor or any services or products offered by any Advisor. If You wish to obtain any representations, warranties, or guarantees with respect to any buyer, seller or sellers’ assets or businesses, or Advisor, please consult directly with such buyer, seller, or Advisor.
ACQUIRE.COM PROVIDES THE SERVICES AND ALL OTHER RESOURCES “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”, WITH THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT WITH YOU, AND WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT ACQUIRE.COM SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF REPRESENTATION OR WARRANTY CLAIM THAT ARISE OUT OF ANY BUYER, SELLER, OR M&A ADVISOR’S FAILURE TO HONOR ANY REPRESENTATION OR WARRANTY OBLIGATION TO YOU.
13. Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES AGAINST US.
UNDER NO CIRCUMSTANCES WILL ACQUIRE.COM OR ITS SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF ACQUIRE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO ANY ASPECT OF THE SERVICES, WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF THE SERVICES, FROM INABILITY TO ACCESS THE SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THE SERVICES. THIS LIMITATION ALSO APPLIES TO ANY DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH, OR ADVERTISED IN CONNECTION WITH, THE SERVICES OR ON THE WEBSITE, OR ANY LINKS ON THE WEBSITE. ACQUIRE.COM WILL NOT BE LIABLE TO YOU FOR ANY UNAUTHORIZED USE OF THE LISTED BUYERS, SELLERS, OR ADVISORS AND SERVICES BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION AND OR TAMPERING BY NETWORK HACKERS.
ACQUIRE.COM DOES NOT ACCEPT ANY LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE HOWSOEVER AND WHETHER OR NOT IT HAS BEEN NEGLIGENT) FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT), WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM USE OF OR RELIANCE ON INFORMATION OBTAINED FROM THE SAAS VALUATION CALCULATOR OR ANY OF THE OTHER SERVICES.
ACQUIRE.COM’S (AND ITS SUBSIDIARIES) AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES IS LIMITED TO SHALL NOT EXCEED THE GREATER OF $100.00 OR THE AMOUNT YOU HAVE PAID ACQUIRE.COM IN THE PAST 12 MONTHS, IF ANY.
14. Indemnification
You shall defend, indemnify, and hold harmless Acquire.com, its subsidiaries, and each of its respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees related to (i) Your use or misuse of, or access to, the Acquire.com Marketplace, any resource provided by Acquire.com, including, but not limited to, the SAAS Valuation Calculator, the LOI Builder, GAP or Your Materials, (ii) any breach of any covenant, representation, or warranty contained in this Agreement, including any breach of the Prohibited Uses set forth in Section 3 of this Agreement, (iii) the breach of any representation or warranty set forth in this Agreement, provided that any indemnity in this Section with regard to use of the Acquire.com Marketplace excludes any aspect or relationship originated in the Acquire.com Marketplace that Acquire.com does not and cannot access, including but not limited to privileged or confidential communications between You and a buyer, seller, or Advisor, or (iv) the truth or falsity of any information contained in Your Materials, any Evaluation Material, or any other information, of any kind or medium, that is posted, displayed, shared, referred to, or used in connection with your use of the Acquire.com Properties. Acquire.com reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in asserting any available defenses.
15. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of San Diego County, California.
16. Modification
Acquire.com reserves the right, in its sole discretion, to modify or replace any of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending You notice through the Services, via e-mail or by another appropriate means of electronic communication. Acquire.com may also impose limits on certain features and services or restrict Your access to parts or all of the Acquire.com Marketplace, without notice or liability. While Acquire.com will timely provide notice of modifications, it is also Your responsibility to check this Agreement periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.
17. Miscellaneous
17.1 Assignment. You will not assign any of Your rights or delegate any of Your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves You of any of Your obligations under this Agreement.
17.2 No Waivers. The failure by Acquire.com to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Acquire.com.
17.3 Integration. This Agreement is intended to be read in conjunction with any separate agreements entered into between You and Acquire.com. In the event of any conflict between the terms of this Agreement and the terms of any other agreement entered into between You and Acquire.com, the terms of such other agreement shall control.
17.4 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than You.
17.5 Severability. If any provision of this Agreement is invalid, illegal, void or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.
17.6 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Written notice to Acquire.com should be sent to the following address: 7855 Fay Ave STE 320, La Jolla, CA 92037. Electronic notices should be sent to support@acquire.com, with a copy to james@acquire.com.
17.7 Attorneys’ Fees. In the event any dispute arises out of this Agreement, the substantially prevailing party shall be entitled to an award of its reasonable attorneys’ fees and other related costs.
17.8 Non-Circumvention. You shall not, directly or indirectly, enter into any transaction or effect or cause to be effected any action that would prevent us from receiving the transactions contemplated by this Agreement. You agree to take no steps and make no efforts to circumvent this Agreement and any of the benefits conferred to Us. You agree that You shall transaction all business with parties that you meet on the Acquire.com Marketplace and not “go off platform” or in any way circumvent the remittance of the Closing Fee to Us. The provisions of this section shall survive termination of the Agreement and any breach of this provision shall be deemed a material breach of the Agreement. For the avoidance of doubt, this Section shall apply to the payment of the Closing Fee to Us.
