Buyer Terms of Service

Welcome, and thank you for your interest in Acquire Marketplace, Inc. ("Acquire Marketplace," "we," "us," or "our") and our website at www.AcquireMarketplace.com, together with any related websites, hosted applications, mobile or downloadable applications, and other services we provide (collectively, the "Service").

These Terms of Service are a legally binding agreement between you and Acquire Marketplace governing your use of the Service. As used in these Terms, "you" and "user" refer to Buyers only (defined below). Sellers are subject to separate terms and conditions available at the Owner Terms of Service.

1. Acquire Marketplace Service Overview

Acquire Marketplace is a private service that specializes in connecting interested buyers of small to medium-sized businesses with sellers of small to medium-sized businesses seeking buyers. Users are "Sellers" when they use the Service to seek buyers for their business. Users are "Buyers" when they use the Service to obtain information regarding a business.

2. Eligibility

You must be at least 18 years old to use the Service. By accepting these Terms, you represent and warrant that: (a) you are at least 18; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service comply with all applicable laws and regulations.

If you are using the Service on behalf of an entity, organization, or company, the individual accepting these Terms represents and warrants that they are authorized to bind that entity, and the entity agrees to be bound.

3. Accounts and Registration

To access most features, you must register for an account and provide certain information such as your name, business information, email address, phone number, or other contact details. You agree all information you provide is accurate, complete, and not misleading, and you will keep it updated.

You will create a password and are solely responsible for safeguarding your account credentials and all activity under your account. If you believe your account is compromised, notify us immediately at info@acquiremarketplace.com.

4. General Payment Terms

4.1 Service Fees

Certain Service features may require payment. Before you are charged, you will have the opportunity to review and accept the applicable fees. If you are a Buyer, by entering into these Terms you agree to pay the Success Fee described in Section 5.

Unless otherwise stated, fees are in U.S. Dollars and are non-refundable except as required by law.

4.2 Price

Acquire Marketplace may determine and modify pricing for the Service. We will make reasonable efforts to keep published pricing current and encourage you to check our pricing page periodically. We may change fees for any Service feature (other than the Success Fee), including adding fees, by providing notice before changes take effect.

We may also offer promotions with different features and pricing to certain users; unless offered to you, such promotions do not apply to you.

4.3 Subscription Service

The Service includes subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). The "Subscription Billing Date" is the date you purchase or otherwise activate your first Subscription Service plan. The Subscription Service begins on the Subscription Billing Date and continues for the subscription term you select at checkout (the "Initial Subscription Period"), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (each, a "Subscription Period") unless you cancel the Subscription Service or we terminate it in accordance with these Terms.

4.3.1 Subscription Plans; Fees; Minimum Commitment

To access and use subscription features that enable Buyers to connect with Sellers through the Service, you must enroll in one of the following paid plans (each, a "Buyer Subscription"):

• Monthly Plan: $500 per month, with a three (3) month minimum commitment (the "Minimum Commitment"); or
• Annual Plan: $5,000 per year.

All Buyer Subscription fees are due in advance on the Subscription Billing Date and each renewal billing date, as applicable, and are non-refundable except as required by law.

For the Monthly Plan, you authorize us (or our Payment Processor) to charge your payment method $500 each month during the Minimum Commitment and, thereafter, on a recurring monthly basis unless and until you cancel in accordance with Section 4.3.3.

4.3.2 Automatic Renewal Authorization

By enrolling in a Buyer Subscription, you authorize Acquire Marketplace (or our Payment Processor) to charge your payment method on a recurring, going-forward basis for all accrued amounts due, including applicable taxes, on or before the payment due date for each Subscription Period. Your payment method will be charged automatically on the Subscription Billing Date and thereafter on the renewal date for the next Subscription Period unless you cancel.

4.3.3 Cancellation; Effect of Cancellation; No Proration

You may cancel the Subscription Service by contacting us at info@acquiremarketplace.com. To avoid being charged for the next Subscription Period, your cancellation request must be received before the renewal billing date.

• Monthly Plan (Minimum Commitment): If you cancel during the Minimum Commitment, your cancellation will take effect at the end of the Minimum Commitment (or the then-current Subscription Period, whichever is later), and you remain responsible for all fees due through that date.
• Annual Plan: If you cancel, your cancellation will take effect at the end of the then-current annual Subscription Period, and you remain responsible for all fees due for that Subscription Period.

Except as required by law, we do not provide prorated refunds or credits for partially used Subscription Periods, unused time, or downgrades.

4.3.4 Taxes

Subscription fees are exclusive of any applicable taxes (including sales, use, value-added, or similar taxes). Where required, we will collect such taxes and you agree to pay them.

4.3.5 Changes to Subscription Fees

Acquire Marketplace may change Buyer Subscription pricing, features, or plan structures in accordance with Section 4.2. If a pricing change applies to your Buyer Subscription, we will provide advance notice before the change takes effect. Continued use of the Subscription Service after the effective date constitutes acceptance of the updated pricing.

4.4 Payment Processing

We may use a third-party payment processor ("Payment Processor"). By making a purchase, you authorize us to share information with the Payment Processor to process payment.

4.5 Authorization

You authorize Acquire Marketplace to charge all amounts due under these Terms, including applicable taxes, to the payment method on your account. The Payment Processor may pre-authorize your payment method to confirm validity and available funds/credit.

4.6 Delinquent Accounts

We may suspend or terminate access to the Service (including paid features) for accounts with past-due amounts. In addition to amounts owed, you may be responsible for fees associated with chargebacks or collection efforts, including collection fees. If your payment method becomes invalid, we may delete your account and associated data (including User Content) without liability to you.

4.7 Free-View Service

A Buyer may receive limited access to certain features on a free basis ("Free-View Service"). The Free-View Service may not include the same features available to paying Buyers. Free-View Service is part of the Service and all Terms apply. We may terminate Free-View Service at any time.

5. Business Acquisition

5.1 Notice of Offer

Within 5 days of submitting a Letter of Intent ("LOI") or signing an LOI, Buyer will notify Acquire Marketplace by contacting info@acquiremarketplace.com and providing a copy of the submitted or executed LOI (as applicable).

Within 30 days of Owner and Buyer (a) entering into a definitive agreement during the Success Fee Window to purchase Owner's business in whole or in part (the "Acquired Business"), and (b) closing that transaction, Owner and Buyer will notify Acquire Marketplace of offer acceptance and closing (as applicable) by contacting info@acquiremarketplace.com.

The "Success Fee Window" begins on the first day of the Buyer's first Subscription Period and ends on the 5-year anniversary of the last day of the Buyer's most recent Subscription Period.

5.2 Success Fee

Buyer is responsible for paying Acquire Marketplace a Success Fee for the purchase of an Acquired Business that Buyer learned of or obtained information about through the Service, unless before obtaining such information Buyer was already in bona fide discussions with the applicable Owner regarding acquisition of that business, as demonstrated by written records or other evidence.

The "Success Fee" is calculated under the Lehman Formula as follows: 3% of the first $2,000,000 of Transaction Value (or any portion thereof), and 2% of the remaining Transaction Value (or any portion thereof).

"Transaction Value" means the value of all cash and non-cash consideration paid or payable by or on behalf of Buyer to Owner for, and otherwise in connection with, the purchase of the Acquired Business, whether before, at, or after closing, including bridge loans, the full present value of earn-outs (even if later not met), and seller financing.

Buyer must pay a Success Fee for each Acquired Business. The Success Fee is due upon closing of the acquisition transaction, or if there are multiple closings, upon the first closing.

For transactions involving an SBA 7(a) loan, Acquire Marketplace may be classified as an Agent, defined as an authorized representative providing consulting services to the Applicant, for purposes including completing SBA Form 159. Acquire Marketplace may be classified as a consultant and its compensation may be expressed based on an assumed hourly rate if needed.

5.2.1 Late Fee and Interest

If any Success Fee is not paid by the due date, a one-time late fee of $500 will apply and become immediately due. In addition, interest of 1.5% per month (or the maximum permitted by law, whichever is lower) will accrue on the outstanding balance from the original due date until paid in full.

Buyer also agrees to liquidated damages because the harm from delayed payment is difficult to estimate in advance:

• 20 days or more past due: 1.15x the Success Fee
• 45 days or more past due: 1.25x the Success Fee
• 90 days or more past due: 1.5x the Success Fee
• 120 days or more past due: 2x the Success Fee

Buyer and Acquire Marketplace intend these liquidated damages as compensation, not a penalty or punitive damages, and as a reasonable estimate of anticipated or actual harm.

5.2.2 Incorporation of Success Fees

All Success Fees must be clearly stated and incorporated into the final closing documents for any purchase and sale of an Acquired Business facilitated through the Service, including any agreements or contracts that are part of the closing documentation.

5.3 Non-Circumvention

Buyer, including its employees, affiliates, directors, officers, and related parties (collectively, "Buyer's Entities"), will not directly or indirectly: (a) circumvent or attempt to circumvent the Service or Acquire Marketplace to avoid paying the Success Fee; or (b) initiate first contact with any Owner regarding a business discovered through the Service without Acquire Marketplace's direct involvement or prior written consent.

5.4 Acquire Marketplace's Rights

During the Success Fee Window and for 3 years thereafter (the "Audit Period"), Acquire Marketplace may:

5.4.1 Confirmatory Letter

Require a confirmatory letter signed by a C-level officer of Buyer confirming compliance with this Section 5.

5.4.2 Records Review and Audit

Review Buyer's Entities' business and corporate records to verify compliance with Buyer's obligations under this Section 5.

No more than once per calendar year during the Audit Period, with at least 30 days' prior written notice, Acquire Marketplace may (at its own cost) engage an independent nationally recognized certified public accounting firm ("CPA") (subject to a reasonable NDA) to examine and audit Buyer's Entities' books and records to verify whether Buyer acquired any Owner's business in contravention of Section 5.

Audits will be conducted during normal business hours at Buyer's Entities' offices in a manner that does not unreasonably interfere with business operations. Information provided to Acquire Marketplace by the CPA will be treated as confidential.

If an audit reveals a prohibited acquisition, Acquire Marketplace will provide Buyer a summary of the CPA's findings and the basis for the discrepancy. Buyer must pay all unpaid Success Fees within fifteen (15) business days after receiving that summary. If the unpaid Success Fee is more than 3 months delinquent, Buyer will also reimburse Acquire Marketplace's reasonable, documented, out-of-pocket costs paid to the CPA for the audit.

6. Prohibited Conduct

You agree not to:

• use the Service for any unlawful purpose or in violation of applicable law;
• harass, threaten, demean, bully, or otherwise harm other users;
• share, license, resell, distribute, or disclose user information/data to an aggregator, bureau, or third party for any purpose;
• use contact information obtained through the Service to populate marketing lists or similar materials;
• violate or encourage violation of third-party rights, including intellectual property;
• access or search the Service via bots, scraping tools, spiders, crawlers, or data mining tools other than those provided by Acquire Marketplace;
• interfere with security features or attempt to discover source code except where expressly permitted by applicable law;
• interfere with Service operation or any user's enjoyment, including by uploading malware, sending unsolicited offers/ads, collecting personal information without consent, or disrupting networks/servers;
• engage in fraud, impersonation, false affiliation, or unauthorized account access;
• sell or transfer Service access or any Materials or rights to view/use Materials; or
• attempt to do any of the foregoing or assist others in doing so.

7. Confidentiality

Buyers and Sellers may obtain non-public information about the other party's business, financial affairs, systems, and intellectual property ("Confidential Information"). Confidential Information may be disclosed through the Service by or on behalf of Buyer or Owner ("Disclosing Party") to the other ("Receiving Party").

7.1 Receiving Party Obligations

Receiving Party agrees to:

• protect Confidential Information and not use or disclose it except as permitted here;
• disclose it only to employees with a need-to-know who are bound by confidentiality obligations no less protective than these Terms;
• use the highest degree of care used for its own confidential information, and at least reasonable care; and
• not disclose to any third party without Disclosing Party's prior written consent, except that each party may share financial/legal terms with legal and accounting advisors, investors, potential investors, acquirors, and potential acquirors who agree to confidentiality obligations no less protective than these Terms.

7.2 Permitted Use

Receiving Party may use Disclosing Party's Confidential Information only to evaluate and facilitate a potential acquisition under these Terms. Confidentiality obligations continue for particular Confidential Information until it becomes publicly known through no act or omission of the Receiving Party. Parties agree not to alter or remove proprietary notices identifying ownership of Disclosing Party's Confidential Information.

7.3 Exclusions

Confidentiality obligations do not apply to information Receiving Party can show:

• becomes public without breach;
• was lawfully possessed before disclosure;
• is received from a third party not bound by confidentiality to Disclosing Party; or
• is independently developed without reference to Disclosing Party's Confidential Information, supported by contemporaneous records.

7.4 Legally Compelled Disclosure

If legally compelled to disclose Confidential Information (other than under a confidentiality agreement), Receiving Party will provide prompt written notice where legally permitted and assist Disclosing Party in seeking protective relief. If protective relief is not obtained, Receiving Party will disclose only what is legally required, and the disclosed information will retain confidentiality protection for all other purposes.

7.5 Injunctive Relief

The Parties acknowledge damages may be inadequate for breach of this Section 7, and Disclosing Party may seek injunctive relief from a court of competent jurisdiction.

8. Ownership and Licenses

8.1 Ownership; Proprietary Rights

The Service is owned and operated by Acquire Marketplace. The visual interfaces, graphics, design, compilation, information, data, computer code, products, software, services, and all other elements of the Service ("Materials") are protected by intellectual property and other laws. All Materials are the property of Acquire Marketplace or its licensors. Except as expressly authorized, you may not use the Materials. No implied licenses are granted.

8.2 Limited License

Subject to your ongoing compliance, Acquire Marketplace grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.

8.3 License Restrictions

Except to the extent such restrictions are impermissible under applicable law, you may not:

• reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service;
• modify the Service; or
• circumvent any feature, security, or access controls.

If applicable law prohibits you from using the Service, you may not use it.

8.4 Feedback

If you provide suggestions or feedback ("Feedback"), you grant Acquire Marketplace a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use and exploit the Feedback for any purpose, including improving the Service. No attribution is required.

8.5 Third-Party Software

The Service may include third-party software components provided under open-source or similar licenses ("Third-Party Components"). Nothing in these Terms limits your rights under applicable Third-Party Component licenses.

9. User Content

9.1 Generally

The Service may allow users to submit, upload, publish, or transmit content ("Post"), including messages, photos, video, audio, images, folders, data, text, and other works (collectively, "User Content"). You retain ownership of User Content you Post, subject to the licenses granted below.

9.2 Limited License Grant to Acquire Marketplace

By transmitting or providing User Content to or through the Service, you grant Acquire Marketplace a non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), royalty-free, worldwide license (to the fullest extent permitted by law) to use, host, store, reproduce, create derivative works of, transfer, display, perform, modify, and distribute your User Content to provide the Service and as described in the Privacy Policy.

If Acquire Marketplace makes modifications or improvements to your User Content as part of operating the Service, you have no right to use those modified or improved versions except through the Service.

9.3 Representations and Warranties

You may not Post User Content unless you own it or are authorized to grant the rights described. You are solely responsible for your User Content and its consequences. You represent and warrant that:

9.3.1 Authorization

You are the creator/owner or have all necessary rights, consents, and permissions to grant the licenses described.

9.3.2 No Violation of Rights or Law

Your User Content and its use as contemplated here will not infringe, violate, or misappropriate any third-party right or violate any law/regulation.

9.3.3 Not Objectionable

Your User Content would not be considered by a reasonable person to be profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate.

9.4 Disclaimer

Acquire Marketplace has no obligation to monitor, edit, or control User Content and is not responsible for it. We may remove or restrict User Content at any time in our discretion. You may be exposed to User Content that is inaccurate or objectionable and you waive any legal or equitable claim against Acquire Marketplace related to User Content.

9.5 Monitoring

Acquire Marketplace may monitor information transmitted through the Service for operational and other purposes but is not obligated to do so. Monitoring may include examination, recording, copying, and use consistent with our Privacy Policy.

10. Intellectual Property Rights Protection

10.1 Respect for Third-Party Rights

We respect the intellectual property rights of others and expect users to do the same. Infringing activity will not be tolerated.

10.2 DMCA Notification

We comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). Complaints regarding intellectual property infringement may be submitted to our Designated Agent:

10.3 Procedure for Reporting Claimed Infringement

A valid "Notification of Claimed Infringement" must include:

1. signature of the authorized person;
2. description of the copyrighted work or other IP;
3. description and location of infringing material;
4. address, telephone number, and email;
5. statement of good-faith belief the use is unauthorized; and
6. statement under penalty of perjury that the notice is accurate and the sender is authorized.

You consent to our sharing the notice with the alleged infringer and with publicly available databases tracking notices.

10.4 Repeat Infringers

Our policy is to remove or disable access to allegedly infringing material and, in appropriate circumstances, terminate accounts of repeat or egregious infringers. We may suspend or terminate accounts in our discretion.

10.5 Counter Notification

If you receive an infringement notice, you may submit a Counter Notification containing substantially:

1. signature;
2. identification and prior location of removed material;
3. statement under penalty of perjury of mistake/misidentification; and
4. name, address, telephone number, and consent to jurisdiction of the appropriate federal district court (or if outside the U.S., any judicial district where we may be found), and acceptance of service from the original complainant or their agent.

10.6 Reposting After Counter Notification

We will forward the Counter Notification to the complainant and restore removed content not less than 10 and not more than 14 business days after receipt, unless we receive notice that the complainant has filed an action seeking a court order to restrain infringement.

10.7 False Notices

17 U.S.C. § 512(f) provides liability for knowing material misrepresentations. Acquire Marketplace reserves the right to seek damages for improper notices or counter notices.

11. Modifications

11.1 Modification of the Service

We may modify or discontinue any part of the Service at any time, temporarily or permanently, without notice. We are not liable for changes, including to paid functionality, or suspensions/termination. You should retain copies of User Content you Post.

11.2 Modification of Terms

We may change these Terms from time to time. Revisions are effective immediately except that, for existing users, material revisions are effective 30 days after posting or notice unless stated otherwise. We may require acceptance of modified Terms to continue use. If you do not agree, you should remove your User Content and stop using the Service. Except as stated here, amendments require a signed writing by authorized representatives.

12. Term; Termination

12.1 Term

These Terms begin when you accept them or first access/use the Service and continue until terminated.

12.2 Termination

If you violate these Terms, your authorization to use the Service automatically terminates. We may terminate these Terms or your account, or suspend/terminate access, at any time for any reason, with or without notice, without liability. You may terminate by contacting info@acquiremarketplace.com.

12.3 Effect of Termination

Upon termination:

• your license ends and you must stop using the Service;
• you may no longer access your account or the Service;
• you must pay amounts due prior to termination; and
• Sections 5, 7, 8.1, 8.4, 9, 12.3, 13, 14, 15, 16, and 17 survive.

You are responsible for retaining copies of User Content. If terminated for breach, you may not create a new account using different identifiers.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service and will defend and indemnify Acquire Marketplace, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Acquire Marketplace Entities") from any third-party claim and related liability, damages, losses, and expenses (including attorneys' fees and costs) arising from or related to:

• your unauthorized use or misuse of the Service;
• your violation of these Terms or any incorporated agreement;
• your violation of any third-party right; or
• any dispute between you and any third party.

We may assume the exclusive defense and control of any matter subject to indemnification (without limiting your obligations), and you agree to cooperate.

14. Disclaimers; No Warranties

15. Limitation of Liability

16. Dispute Resolution and Arbitration

16.1 No Jury Trial

You and Acquire Marketplace understand and agree that by entering into these Terms, each waives the right to a trial by jury, and disputes will be resolved through arbitration as provided here.

16.2 No Class Actions

You and Acquire Marketplace agree that each may bring claims only in an individual capacity, not as a plaintiff or class member in any purported class, collective, or representative action. Unless both parties agree otherwise, the arbitrator may not consolidate claims or preside over any representative proceeding.

16.3 Arbitration

Any dispute, claim, or controversy between you and Acquire Marketplace arising out of or relating to these Terms, whether in contract, tort, or otherwise, including the parties' rights, remedies, and obligations (collectively, "Disputes"), will be finally and conclusively resolved by a confidential, binding arbitration administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator selected in accordance with those rules.

Venue. The arbitration will take place in Cleveland, Ohio (or another location within the State of Ohio mutually agreed by the parties). The proceeding will be conducted in English.

Judgment on the arbitrator's award may be entered in any court with jurisdiction over the parties or their assets.

Fees and costs. You and Acquire Marketplace will split the arbitrator's fees equally, and each party will bear its own attorneys' fees and other costs associated with arbitration, except as otherwise required by applicable law or as awarded by the arbitrator under applicable rules.

Enforcement; injunctive relief. This arbitration provision may be enforced by injunction or other equitable order, without any bond or security. Notwithstanding the foregoing, each party may seek immediate injunctive relief from a court of competent jurisdiction.

Time limit. Disputes must be brought to arbitration within the applicable limitations period, or they are waived.

17. Miscellaneous

17.1 General Terms

These Terms (including the Privacy Policy and any incorporated agreements) are the entire agreement between you and Acquire Marketplace regarding the Service. You may not assign or transfer these Terms or your rights without our prior written consent. We may assign these Terms and rights (including relating to User Content) without notice or consent.

Failure to enforce any provision is not a waiver. Section headings are for convenience only. "Including" means "including but not limited to." If any part is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain in effect.

17.2 Linked Websites

The Service may link to third-party websites not controlled by Acquire Marketplace. We are not responsible for their content. Review their terms and privacy policies before sharing information. Once shared, we may have no control over that information.

17.3 Governing Law

Except for the arbitration requirements in Section 16, these Terms are governed by the laws of the State of Ohio, without regard to conflict of law principles.

You and Acquire Marketplace consent to the personal and exclusive jurisdiction of the state courts located in Geauga County, Ohio, and the federal courts for the Northern District of Ohio, for any lawsuit or court proceeding permitted under these Terms. Any such proceedings must be brought in those courts, and you waive any objection based on inconvenient forum.

17.4 Privacy Policy

Please read the Acquire Marketplace Privacy Policy for information about how we collect, use, store, and disclose personal information. The Privacy Policy is incorporated by reference and made part of these Terms.

17.5 Additional Terms

Your use of the Service is subject to any additional terms, policies, rules, or guidelines applicable to the Service or certain features ("Additional Terms"). Additional Terms are incorporated by reference.

17.6 Consent to Electronic Communications

You consent to receive electronic communications from us as described in our Privacy Policy. You agree electronic notices satisfy legal requirements that communications be in writing.

17.7 Communications

We may send emails about our products and services and those of third parties. You may opt out by following unsubscribe instructions. Our Anti-Spam Policy is incorporated by reference.

17.8 Text Messaging and Phone Calls

You agree that Acquire Marketplace and parties acting on our behalf may call and text (SMS) the number you provide. Messages may include operational and marketing communications and may be sent using an autodialer. Standard message/data rates may apply.

To opt out of marketing calls/texts, email info@acquiremarketplace.com or text "STOP" to the sending number. To opt out of all calls/texts, email info@acquiremarketplace.com or text "STOPALL." You understand opting out of all messages may impact use of the Service. You may receive messages briefly while we process your request, including confirmation.

17.9 Push Notifications

If you install our app, you consent to push notifications. You may disable them in device settings.

17.10 Contact Information

The Service is offered by Acquire Marketplace, Inc., located at 1842 Clement Street, San Francisco, California 94121. You may contact us at that address or by emailing info@acquiremarketplace.com.

17.11 Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834.