Terms of Service

a) Member Accounts and Authority.

ListBizForSale may permit the creation of a Member Account, which may have one or more associated Users. Unless otherwise authorized in writing, each individual accessing the Platform must be associated with a Member Account. If a Member Account represents a firm, fund, company, or other organization, the individual accepting these Terms represents and warrants that they have full authority to bind that entity. The Member Account is responsible for ensuring that all associated Users comply with this Agreement and remains fully liable for all activity conducted through the account.

b) Relationship to Membership Agreements.

These Terms apply to all Users and all use of the Platform. If a Member Account has entered into a separate written membership agreement, order form, or similar agreement with ListBizForSale (a "Membership Agreement"), these Terms are incorporated by reference into that agreement. In the event of a conflict, the Membership Agreement controls to the extent of the inconsistency.

c) Eligibility and Access Restrictions.

The Platform is available only to individuals and entities capable of forming legally binding contracts under applicable law. Access is prohibited for any party whose account has been suspended or terminated. ListBizForSale may, in its sole discretion, grant, deny, restrict, suspend, or terminate access to the Platform or any portion of the services at any time, with or without cause, notice, or liability.

d) Termination; Non-Transferability.

Continued use of the Platform is conditioned upon ongoing compliance with this Agreement. ListBizForSale may terminate or suspend any Member Account, modify or reduce membership benefits, or refuse renewal at any time without liability. Member Accounts may not be assigned, transferred, sublicensed, or otherwise delegated, whether voluntarily, involuntarily, or by operation of law, without ListBizForSale's prior written consent.

e) Amendments to Terms.

ListBizForSale may modify these Terms from time to time upon written notice delivered via email or through the Platform. Changes relating to pricing, billing, or payment terms will be communicated at least thirty (30) days before becoming effective to the designated Member representative. Continued use of the Platform after the effective date of any modification constitutes acceptance of the revised Terms.

f) Confidential Information.

You agree to maintain in strict confidence all non-public information relating to ListBizForSale's business, including proprietary systems, pricing, membership terms, account data, analytics, transaction data, and any information reasonably understood to be confidential (collectively, "Confidential Information"). You may disclose Confidential Information only if required by law or legal process and, unless prohibited, after providing prompt notice to ListBizForSale to permit it to seek protective relief. These obligations survive termination of this Agreement.

g) Exclusive Remedy.

If you do not agree with any provision of these Terms, your sole and exclusive remedy is to immediately cease all use of the Platform.

a) Member and User Definitions.

"Member Account" means any business, fund, firm, entity, organization, or individual registered to use the Platform to market, source, evaluate, pursue, or transact in private capital market opportunities. Member Accounts include Provider Members and Recipient Members.

"User" means any individual who accesses or uses the Platform by, for, or on behalf of a Member Account.

b) Transaction and Platform Definitions.

"Deal Opportunity" means any opportunity presented through the Platform involving: (i) an acquisition of equity or assets; (ii) the issuance or purchase of securities, including equity, debt, hybrid or convertible instruments, warrants, or similar rights; (iii) a capital raise; (iv) a lending or credit facility; or (v) any comparable investment, acquisition, or financing transaction.

"Shared Deal Opportunity" means a Deal Opportunity presented to, accessed by, or otherwise shared with a Member Account through the Platform.

"Acquisition Transaction" means any transaction or related series of transactions resulting in: (i) the transfer of more than twenty-five percent (25%) of a company's equity or voting power; (ii) the transfer of all or substantially all assets or intellectual property; or (iii) a change in ownership or control of a business unit or division.

"Consummated Transaction" means the earliest to occur of: (i) execution of binding transaction documents; (ii) closing of an Acquisition Transaction; (iii) initial payment of purchase consideration; or (iv) initial funding or availability of committed capital. This applies whether occurring during the membership term or during the Tail Period. The date of such occurrence is the "Fee Trigger Date."

"Tail Period" means the eighteen (18) month period following receipt of a Shared Deal Opportunity.

"Success Fee" means the fee payable by a Recipient Member in connection with a Consummated Transaction, calculated as a percentage of the applicable Transaction Value specified in the Membership Agreement.

"Transaction Value" means: (i) total enterprise value, including cash, equity, debt, non-cash consideration, earn-outs, excess compensation arrangements, and other economic benefits; (ii) total committed capital in debt transactions; and (iii) any contingent or performance-based payments provided for in transaction documents. ListBizForSale's determination of Transaction Value shall be binding absent manifest error.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Definitive Agreements" means letters of intent, memoranda of understanding, term sheets, closing documents, and related instruments.

"NDA" means any confidentiality or non-disclosure agreement.

"Provider Member" means a Member Account that provides a Deal Opportunity on the Platform.

"Recipient Member" means a Member Account that receives or pursues a Deal Opportunity through the Platform.

"Pursue" means expressing interest in a Shared Deal Opportunity through the Platform.

a) Nature of the Platform.

The Platform enables private companies, advisors, investors, lenders, and corporate finance professionals to identify and connect regarding potential transactions. ListBizForSale provides a technology platform only. ListBizForSale is not a broker-dealer, investment adviser, intermediary, agent, or fiduciary of any User. ListBizForSale does not negotiate, structure, recommend, or consummate transactions and does not provide legal, tax, accounting, or investment advice. ListBizForSale is not a party to any transaction between Members.

b) No Solicitation or Recommendation.

Information presented on the Platform does not constitute an offer, solicitation, endorsement, or recommendation. ListBizForSale makes no representations regarding the legality, suitability, or profitability of any Deal Opportunity. Each User is solely responsible for conducting independent due diligence and obtaining appropriate professional advice before entering into any transaction.

c) User Responsibility for Content.

Users are solely responsible for the accuracy and completeness of all information submitted to the Platform. ListBizForSale does not verify, endorse, or guarantee user-submitted information and assumes no liability for inaccuracies, omissions, or misrepresentations. ListBizForSale has no obligation to monitor user conduct or content and assumes no duty to detect misconduct even if it elects to review content. ListBizForSale may require Users to certify account information, transaction activity, or transaction outcomes from time to time, and you agree to respond promptly, accurately, and completely to any such request.

a) Platform Access and Legal Compliance.

The Platform is made available solely for use by approved Member Accounts and their authorized Users and is not for the benefit of any third party. ListBizForSale may, in its sole discretion and at any time, refuse access to the Platform or any portion of the Services and may modify eligibility requirements without notice. You are solely responsible for ensuring that your use of the Platform complies with all applicable federal, state, and local laws, rules, and regulations. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country subject to U.S. sanctions, and you are not listed on any U.S. government restricted party list.

Your access may be immediately suspended or terminated if: (i) Your use of the Platform violates applicable law; (ii) You breach these Terms or any Membership Agreement; (iii) Any Deal Opportunity or transaction activity you promote or pursue through the Platform violates applicable law; or (iv) Suspension or termination is otherwise permitted under this Agreement.

In addition to all other rights and remedies available at law or under this Agreement, any Member Account determined to be in breach shall be liable for all costs, damages, and expenses incurred by ListBizForSale arising from such breach, including reasonable attorneys' fees and enforcement costs.

b) Right to Refuse or Revoke Membership.

ListBizForSale reserves the right, in its sole and absolute discretion, to refuse access to the Platform; suspend or terminate any Member Account; terminate access for any associated Users; or cancel membership privileges at any time, with or without cause and without liability. If you do not agree to these Terms, any Membership Agreement, the Privacy Policy, or any code of conduct or guidelines issued by ListBizForSale, you are not authorized to access the Platform. Unauthorized use constitutes a material breach of this Agreement.

c) Age Requirement.

You represent and warrant that you are at least eighteen (18) years of age. Individuals under eighteen (18) are prohibited from using the Platform.

d) Accredited Investor Representation and Certification.

(i) As a condition to using the Platform as an investor or lender, you represent and warrant that you qualify as an "Accredited Investor" under Rule 501 of Regulation D under the Securities Act of 1933, as amended. This representation is made each time you access, pursue, or participate in a Deal Opportunity.

(ii) Without limiting Rule 501, Accredited Investors include: (A) A corporation, partnership, or charitable organization not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; (B) An entity in which all equity owners are Accredited Investors; (C) A natural person with individual or joint net worth exceeding $1 million, excluding the value of a primary residence; (D) A natural person with individual income exceeding $200,000 in each of the two most recent years, or joint income with a spouse exceeding $300,000, with a reasonable expectation of similar income in the current year; (E) A bank, savings and loan association, insurance company, registered investment company, registered broker-dealer, business development company, or licensed Small Business Investment Company; (F) An employee benefit plan meeting Rule 501 requirements; (G) A director, executive officer, or general partner of the issuer of the securities offered; or (H) A trust with total assets exceeding $5 million, not formed for the specific purpose of acquiring the securities, directed by a sophisticated person.

ListBizForSale may require verification of Accredited Investor status at any time. Providing false or misleading certification constitutes a material breach of this Agreement.

e) Member Representative Authority.

(i) Each Member Account must designate a Member Representative authorized to enter into binding agreements on its behalf. (ii) The Member Representative represents and warrants that they have authority to bind the Member Account to these Terms and any Membership Agreement. (iii) Acceptance of this Agreement by the Member Representative binds the Member Account and all associated Users. (iv) ListBizForSale may suspend or terminate a Member Account if it fails to maintain an authorized Member Representative or if the designated representative violates this Agreement.

a) Registration Requirements and Account Security.

(i) When creating a Member Account or becoming a User, you must provide accurate, complete, and current information and must keep such information updated. You may not: (A) Use a name intended to impersonate another person; (B) Use a name subject to another's rights without authorization; (C) Use a username that is misleading, deceptive, offensive, vulgar, or otherwise inappropriate as determined by ListBizForSale in its reasonable discretion.

(ii) You are solely responsible for: maintaining the confidentiality of login credentials; all activity conducted under your Member Account; and ensuring that only authorized individuals access the Platform through your credentials. You may not use another User's credentials without authorization. You must promptly notify ListBizForSale of any loss of eligibility, any regulatory or corporate change affecting your authority, or any security breach or unauthorized access.

b) Truthfulness and Integrity Obligations.

You agree that you will not: (i) Provide false, inaccurate, or misleading information about yourself, any User, any Member Account, or any Deal Opportunity; (ii) Misrepresent your authority, affiliation, or role in connection with any transaction; (iii) Engage in fraud, deception, or unlawful conduct; (iv) Knowingly provide false information to ListBizForSale or any other User.

c) Prohibited Content.

If you submit or upload information or Content to the Platform, you may not provide Content that: (i) Is false, misleading, or materially incomplete; (ii) Is promotional or constitutes unauthorized solicitation; (iii) Constitutes spam, chain letters, pyramid schemes, or similar schemes; (iv) Is unlawful, abusive, defamatory, obscene, invasive of privacy, hateful, or otherwise objectionable in ListBizForSale's discretion; (v) You do not have the legal right to disclose, including confidential or proprietary information subject to contractual, fiduciary, or employment obligations; (vi) Infringes any intellectual property or proprietary right; (vii) Impersonates any person or entity; or (viii) Contains malicious code, viruses, or software intended to disrupt, damage, or gain unauthorized access to systems.

d) Technical Misuse and Platform Restrictions.

No User may, directly or indirectly: (i) Impose an unreasonable or disproportionate burden on Platform infrastructure; (ii) Interfere with or disrupt Platform operations; (iii) Circumvent or attempt to circumvent security or access controls; (iv) Use automated means to crawl, scrape, spider, or harvest data; (v) Extract, copy, or aggregate Platform data for competitive purposes; (vi) Reverse engineer, decompile, disassemble, or attempt to derive source code except where expressly permitted by law; (vii) Modify or create derivative works of the Platform; (viii) Transfer, sublicense, rent, lease, or assign access rights granted under this Agreement; or (ix) Otherwise violate these Terms.

e) Information Preservation and Disclosure Rights.

ListBizForSale reserves the right to access, review, preserve, and disclose information where reasonably necessary to: (i) Comply with applicable law, regulation, legal process, or governmental request; (ii) Enforce these Terms or investigate potential violations; (iii) Detect, prevent, or address fraud, security, or technical issues; (iv) Respond to User support requests; or (v) Protect the rights, property, or safety of ListBizForSale, its Members, Users, or the public. Nothing in this Section creates any duty on ListBizForSale to monitor User activity.

a) Membership Pricing.

Pricing applicable to a Member Account is set forth in the applicable Membership Agreement. In certain cases, ListBizForSale may impose additional fees where a Member Account originates Deal Opportunities through the Platform or receives enhanced services.

b) Incentives.

ListBizForSale may, in its sole discretion, offer credits, discounts, fee adjustments, rebates, or other promotional incentives (collectively, "Incentives") to selected Member Accounts or categories of Members. Incentives are non-transferable; have no cash value unless expressly stated; may be revoked or modified at any time; and do not create any obligation for ListBizForSale to issue, continue, or honor such Incentives. Unredeemed Incentives are forfeited and are not payable in cash or other consideration.

c) Membership Term; Renewal; Premium Services.

The membership term begins on the date and time the first User associated with a Member Account accepts these Terms (the "Start Date") and renews automatically for successive twelve (12) month periods unless terminated in accordance with the Membership Agreement. Premium Support or additional services may be terminated by written notice prior to the applicable renewal date. Unless otherwise stated, all membership and service fees are non-cancelable and non-refundable.

d) Success Fees.

The Success Fee for all Consummated Transactions — including controlling acquisitions, minority equity investments, and lending transactions — is outlined in the package you choose. Transaction Value is calculated on the same aggregate basis defined in Section 2(b), with no downward adjustments. Where a transaction involves both an acquisition and a financing component, ListBizForSale shall allocate Transaction Value between components in good faith, and such allocation is binding absent manifest error.

(i) When Success Fees Apply: A Recipient Member Account is liable for a Success Fee for each Consummated Transaction that arises from or relates to a Shared Deal Opportunity, whether the transaction is completed through the Member Account; through any Affiliate; through any successor, assignee, or designee; through any investment vehicle, SPV, fund, or entity formed for the transaction; through any financing source, co-investor, lender, or other participant acting in concert with the Member Account; or off-Platform after initial introduction through the Platform.

Non-Circumvention: You may not circumvent the Platform or ListBizForSale to avoid payment of any Success Fee, including by directing communications or introductions off-Platform or routing transactions through third parties to evade obligations. Any such conduct is a material breach entitling ListBizForSale to injunctive relief and recovery of enforcement costs and attorneys' fees.

(ii) Success Fee Calculation and Payment: (A) Upon closing, the Recipient Member Account shall be jointly and severally liable for a Success Fee equal to the applicable fee rate multiplied by the Transaction Value. (B) The Success Fee is due in full in immediately available funds on the Fee Trigger Date, no later than fifteen (15) days following the Fee Trigger Date. (C) Contingent Payments become due immediately upon the date such consideration becomes payable. (D) Transaction Value is determined on aggregate consideration with no post-closing adjustments. (E) If accurate transaction data is not provided within five (5) days after written notice, ListBizForSale may calculate an Estimated Success Fee, immediately due upon invoice. (F) If Definitive Agreements are executed during the Tail Period, the full Success Fee remains payable. (G) The obligation to pay Success Fees survives termination.

(iii) Late Payment; Liquidated Damages: If a Success Fee is not paid when due, Delay Liquidated Damages accrue as follows: 30+ days past due: 1.2x the Success Fee; 45+ days past due: 1.3x the Success Fee; 90+ days past due: 1.5x the Success Fee; 120+ days past due: 2.0x the Success Fee. Total Delay Liquidated Damages shall not exceed two (2) times the underlying Success Fee. These amounts are due within five (5) days following written notice.

(iv) When Success Fees Do Not Apply: A Success Fee will not apply only if the Member Account demonstrates, with documentation reasonably satisfactory to ListBizForSale, that prior to the Deal Opportunity becoming a Shared Deal Opportunity, the Member received information about the opportunity from a third party and was actively engaged in substantive two-way communication with the seller or advisor, and the Member provides written notice to ListBizForSale within thirty (30) days of receipt of the Shared Deal Opportunity. Failure to provide timely written notice constitutes a waiver of this exemption.

(v) Buy-Side M&A Advisor Restrictions: Investment banks and M&A advisory firms may use the Platform to originate Deal Opportunities only on behalf of clients with whom they have a formal written retainer agreement.

(vi) Interest; Collection; Suspension: Past due amounts accrue interest at 1.5% per month or the maximum rate permitted by law. The Member Account is responsible for all reasonable attorneys' fees, arbitration costs, collection costs, and enforcement expenses incurred by ListBizForSale.

(vii) Data Usage: ListBizForSale may use transaction and account data for internal analytics and business purposes.

(viii) Verification and Audit: During the membership term and for three (3) years thereafter, ListBizForSale may request written certification confirming whether any Consummated Transaction occurred and whether all Success Fees were paid. Upon at least thirty (30) days' written notice and no more than once per twelve (12) month period, ListBizForSale may engage an independent CPA to review books and records solely to verify compliance.

e) Third-Party Beneficiary Status.

ListBizForSale is an intended third-party beneficiary of any Consummated Transaction for purposes of enforcing Success Fee obligations.

f) Suspension and Survival.

Failure to comply with disclosure or payment obligations constitutes a material breach. ListBizForSale may suspend, flag, or remove a Member Account at its discretion. All payment obligations survive suspension, termination, or removal. ListBizForSale reserves the right to adjust membership fees, transaction fees, Success Fees, and commission rates upon written notice to the Member Account.

a) Ongoing Status Updates.

The Member Representative must provide reasonable, periodic status updates to ListBizForSale and keep ListBizForSale appropriately informed regarding progress, developments, and outcomes relating to Shared Deal Opportunities.

b) Mandatory Event Notices.

Each Member Account must notify ListBizForSale through the Platform or by email to [email protected] within five (5) days after: (i) The Member Account enters into a letter of intent, memorandum of understanding, term sheet, indication of interest, or equivalent expression of interest relating to a Shared Deal Opportunity, including a description of the opportunity and material terms; or (ii) The Recipient Member Account enters into, assists, facilitates, or causes any third party to enter into a Consummated Transaction, including the identity of the purchaser(s), a description of the Transaction Value, and payment terms.

c) Authorization to Share Under NDAs.

Each Member Account appoints ListBizForSale as its authorized recipient for the information described in Sections 7(b)(i) and 7(b)(ii), notwithstanding any NDA between Member Accounts or their Affiliates, provided that ListBizForSale may use such information only as permitted under these Terms and ListBizForSale's then-current Privacy Policy.

d) Investigation Fee for Non-Disclosure.

If a Member Account fails to disclose a Consummated Transaction as required by Section 7(b)(ii), ListBizForSale may assess an investigation fee of six thousand dollars ($6,000) to reimburse ListBizForSale for costs incurred in investigating an unreported Consummated Transaction. The Investigation Fee becomes immediately due upon written notice, provided that no fee will be charged if the Member Account makes the required disclosure within seven (7) days after such notice.

e) Survival.

The disclosure obligations in this Section 7 survive expiration or termination of the Membership Agreement and these Terms.

a) Limited User License.

Subject to these Terms, ListBizForSale grants each User a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Content solely as necessary to use the Platform and Services. Except as expressly permitted by ListBizForSale in writing, you may not copy, reproduce, modify, distribute, republish, transmit, publicly display, publicly perform, sell, license, or otherwise exploit any Content for any commercial purpose. The commercial use or public dissemination of information or data obtained from the Platform is strictly prohibited.

b) User Content Responsibility and Warranties.

Content created, uploaded, submitted, distributed, or posted by Users ("User Content") is the sole responsibility of the User who originated it. By providing User Content, you represent and warrant that: (i) You have all rights, consents, and authority necessary to submit the User Content; and (ii) ListBizForSale's use of the User Content as permitted by these Terms will not infringe or violate any third party rights, including privacy, publicity, contractual, intellectual property, or proprietary rights.

c) License Grant to ListBizForSale.

You grant ListBizForSale a limited, non-exclusive, worldwide, royalty-free license to use information disclosed through the Platform, including User Content, solely to operate, maintain, improve, support, and promote the Platform. ListBizForSale will not use personally identifiable information for promotional purposes except as required by law or as reasonably necessary to enforce ListBizForSale's rights under this Agreement.

d) Content Availability; Removal.

ListBizForSale does not guarantee that any Content will be available through the Platform at any time. ListBizForSale may, in its sole discretion, remove, edit, modify, block, or restrict any Content at any time, with or without notice and for any reason, including upon receipt of claims that Content infringes or may infringe third-party rights.

e) Copyright Complaints.

If you believe any material on the Platform infringes your copyright, you must submit a written notice to [email protected] that includes: (i) The physical or electronic signature of the copyright owner or authorized agent; (ii) Identification of the copyrighted work claimed to be infringed; (iii) Identification of the allegedly infringing material and information reasonably sufficient to locate it; (iv) Your contact information; (v) A statement of good-faith belief that the use is not authorized; and (vi) A statement under penalty of perjury that the information provided is accurate and that you are the owner or authorized agent.

f) Third-Party Links.

The Platform may contain links to third-party websites. Links are provided for convenience only. ListBizForSale does not control, endorse, sponsor, verify, or assume responsibility for any third-party website or content, or for any loss or damage arising from your use of any third-party website.

g) Third-Party Content Disclaimer.

Portions of the Platform may display unedited or third-party content. ListBizForSale does not control, verify, or validate Third-Party Content and has no obligation to monitor it. You agree not to rely on Third-Party Content as legal, financial, investment, or tax advice and acknowledge that Third-Party Content may be inaccurate, incomplete, offensive, unlawful, or misleading.

The Member Representative may terminate a Member Account's access to the Platform at any time by providing written notice to ListBizForSale at [email protected]. ListBizForSale may suspend or terminate your access to all or any part of the Platform at any time, with or without cause, notice, or liability, except where prohibited by law.

Upon any termination or suspension: (a) This Agreement and any Membership Agreement remain binding with respect to all prior use of the Platform and any obligations accrued prior to termination, including all Success Fees, Delay Liquidated Damages, Investigation Fees, interest, and collection costs. (b) The provisions of these Terms relating to confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, enforcement rights, and all provisions that by their nature should survive, shall survive termination. (c) Any rights, remedies, or licenses granted to ListBizForSale under this Agreement survive termination.

Data Retention: You are solely responsible for retaining copies of any content or information associated with your Member Account. Upon suspension or termination, you may lose access to account data. Subject to applicable law and the Privacy Policy, ListBizForSale may delete account data at any time following termination and has no liability for resulting loss.

a) Electronic Communications; Notice by Email.

ListBizForSale communicates with Users electronically, including by email and in-Platform notices. You consent to receive all communications, notices, disclosures, and other information from ListBizForSale electronically. You are responsible for maintaining a current email address on file and for ensuring that messages from ListBizForSale are not blocked or filtered. Unless another address is specified in a Membership Agreement, notices to ListBizForSale must be sent to [email protected].

(ii) Text Messages and Calls: You consent to receive calls and text messages from ListBizForSale or its agents at the phone number you provide, including automated or prerecorded communications, for operational, account, transaction, security, and marketing purposes. Message and data rates may apply. You may opt out of marketing texts by replying STOP or by emailing [email protected].

b) Use of Member Name; Transaction Announcements.

With a Member Account's prior consent, ListBizForSale may reference on the Platform or ListBizForSale's marketing channels the occurrence of a Consummated Transaction with which the Member Account is affiliated. ListBizForSale will not disclose deal-specific or personally identifiable details in such announcements unless separately authorized or required by law.

c) Disclaimer of Warranties.

THE PLATFORM, SERVICES, FEATURES, PRODUCTS, MATERIALS, CONTENT, AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LISTBIZFORSALE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. LISTBIZFORSALE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT OR INFORMATION WILL BE ACCURATE, COMPLETE, OR RELIABLE.

d) Limitation of Liability.

(i) You acknowledge that any material or data downloaded, accessed, or otherwise obtained through the Platform is obtained at your own discretion and risk, and you are solely responsible for any damage or loss resulting from such access.

(ii) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LISTBIZFORSALE OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PLATFORM, CONTENT, SERVICES, OR THESE TERMS.

(iii) TO THE MAXIMUM EXTENT PERMITTED BY LAW, LISTBIZFORSALE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY THE MEMBER ACCOUNT TO LISTBIZFORSALE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

e) Indemnification.

The Member Account agrees to indemnify, defend, and hold harmless ListBizForSale, its Affiliates, and each of their respective officers, directors, managers, employees, contractors, consultants, advisors, agents, and representatives from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, penalties, interest, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (i) Use of the Platform by the Member Account or any associated User; (ii) Any breach of these Terms or any Membership Agreement; (iii) Any allegation that User Content infringes any intellectual property, privacy, or other right; or (iv) Any fraud, misrepresentation, unlawful conduct, or violation of applicable law.

f) Updates to These Terms.

ListBizForSale may revise these Terms from time to time upon notice as described in this Agreement. Unless otherwise stated, changes are effective when posted or delivered and apply to all access to and use of the Platform thereafter. Continued use of the Platform after the effective date constitutes acceptance.

g) Severability.

If any provision of these Terms is held unlawful, invalid, or unenforceable, the remaining provisions remain in full force and effect.

h) Entire Agreement; Force Majeure.

These Terms and any Membership Agreement constitute the entire agreement between the parties regarding the Platform and supersede prior or contemporaneous understandings on that subject. ListBizForSale is not liable for any delay or failure to perform due to causes beyond its reasonable control, including outages, communications failures, or third-party system degradation.

i) Assignment.

You may not assign, transfer, delegate, or sublicense these Terms, any Membership Agreement, or any rights of access to the Platform without ListBizForSale's prior written consent, except that a Member Account may assign its Membership Agreement in connection with a bona fide sale of substantially all of the Member Account's assets or a change of control, provided ListBizForSale receives prior written notice. Any attempted assignment in violation of this Section is void. ListBizForSale may freely assign or delegate its rights and obligations without consent.

j) No Waiver; No Agency; Continued Payment Obligations.

ListBizForSale's failure to enforce any provision is not a waiver of its right to enforce that provision later. If you disagree with these Terms or have a dispute with ListBizForSale, you must immediately stop using the Platform; non-use does not waive any fees, liquidated damages, interest, or other amounts owed. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship.

k) Feedback.

If you provide suggestions, ideas, enhancements, or feedback regarding the Platform ("Feedback"), you grant ListBizForSale a perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate such Feedback without compensation or attribution.

l) Support.

ListBizForSale has no obligation to provide maintenance, support, or technical assistance unless expressly agreed in writing.

a) Governing Law; Forum Principles.

Except where federal law governs (including the Federal Arbitration Act), this Agreement and any dispute arising out of or relating to it will be governed by the internal laws of the State of New Hampshire, without regard to conflict-of-laws rules. The parties agree that arbitration will take place in Hillsborough County, New Hampshire, and that any court proceedings permitted under this Section will be brought exclusively in state or federal courts located in Hillsborough County, New Hampshire.

b) Binding Arbitration; Class Action Waiver.

(i) Agreement to Arbitrate: Any controversy, claim, or dispute arising out of, relating to, or in connection with these Terms, any Membership Agreement, the Platform, the Services, fees owed (including Success Fees, Delay Liquidated Damages, Investigation Fees, interest, and collection costs), or the formation, validity, interpretation, breach, termination, or enforcement of any of the foregoing shall be resolved exclusively by final and binding individual arbitration, to the fullest extent permitted by law.

(ii) Delegation Clause: The arbitrator (and not any court) shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement.

(iii) Administrator; Rules; Seat; Language: The arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect, conducted in English, and seated in Hillsborough County, New Hampshire.

(iv) Arbitrator Qualifications: The arbitration shall be conducted before one (1) neutral arbitrator with substantial experience in complex commercial contract disputes who is a licensed attorney in good standing in at least one U.S. jurisdiction.

(v) Pre-Arbitration Notice: Before initiating arbitration, the initiating party must provide written notice describing the nature of the dispute and the relief sought. If the parties do not resolve the dispute within fifteen (15) days after receipt of the notice, either party may commence arbitration.

(vi) No Class Actions; No Representative Proceedings: ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY ONLY. THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE OR CONSOLIDATED PROCEEDING IN ARBITRATION OR IN COURT.

(vii) Jury Trial Waiver: TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM.

(viii) Confidentiality: The arbitration, the existence of the dispute, and all proceedings, evidence, and submissions shall be confidential to the maximum extent permitted by law.

(ix) Fees and Costs: Administrative fees and arbitrator compensation shall be allocated in accordance with the applicable JAMS rules, provided that the arbitrator may award fees and costs to the prevailing party where permitted by law.

(x) Injunctive and Provisional Relief: Notwithstanding the arbitration requirement, either party may seek temporary restraining orders, preliminary injunctions, or other interim relief in a court of competent jurisdiction in Hillsborough County, New Hampshire to prevent irreparable harm, preserve the status quo, protect confidential information, or enforce payment and access restrictions.

(xi) Time to Bring Claims: To the maximum extent permitted by law, any claim or cause of action arising out of or relating to the Platform or these Terms must be brought within one (1) year after it accrues, or it is permanently barred.

c) Prevailing Party Fees.

In any dispute arising out of or relating to these Terms or any Membership Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief awarded.

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