Terms of Service

1. General Terms and User Agreement

1. Scope of ServicesDealonomy provides a platform to connect prospective buyers ("Buyers") with business owners or their representatives ("Sellers") to facilitate the purchase and sale of small businesses. These Terms apply to both Buyers and Sellers, and certain terms may apply specifically to one or the other, as indicated within this document.Dealonomy may provide tools, resources, and information to assist you in evaluating, assessing, or facilitating transactions. However, Dealonomy does not offer legal, financial, or other professional advice. Buyers and Sellers are responsible for independently verifying the accuracy and suitability of any information exchanged on the Platform and for consulting with professional advisors when needed. Dealonomy is not responsible for verifying the accuracy of any information provided by Buyers or Sellers.
2. Account Registration and Use                                                                                                       By creating an account on the Dealonomy Platform, you represent and warrant that:
   1. You are at least 18 years old and can legally enter into binding agreements.
   2. If you are creating an account on behalf of a business or organization, you have the authority to legally bind that entity.

You will provide accurate and complete information when registering and maintain this information as up-to-date and accurate. You may not use another individual’s name or impersonate any person. Account credentials must not be shared, and you agree to protect your account security by keeping your login details confidential. You are responsible for any activities conducted through your account.If accessing Dealonomy through third-party accounts, such as LinkedIn, you authorize Dealonomy to access necessary information from these accounts to facilitate services. You retain control over the amount of information shared by adjusting your privacy settings within these third-party accounts.

1. Buyer and Seller Representations and ResponsibilitiesBuyers represent and warrant that they are acting independently and not as a broker or representative for any other person or entity, except for any affiliates disclosed to Dealonomy. Without prior consent from the Seller, Buyers will not act in concert with other parties regarding potential transactions, including joint bids or sharing of information.Sellers acknowledge that they have the right to refuse any offers or terminate negotiations at any time. Both Buyers and Sellers agree that Dealonomy will coordinate all initial communications, requests for additional information, and potential site visits or meetings. All communication related to a potential transaction should be directed through Dealonomy unless otherwise authorized by both parties.
2. Compliance and RestrictionsBy using the Dealonomy Platform, you agree to comply with all applicable laws and regulations relevant to your use of the services. If you are found to be in violation of these laws or any part of these Terms, you may be restricted or banned from using the Platform. Dealonomy reserves the right to suspend or terminate accounts or refuse service at its discretion, particularly in cases of suspected fraud, unauthorized access, or violation of these Terms.
3. Modifications to Terms and PlatformDealonomy reserves the right to modify these Terms to reflect changes in policies, services, or legal requirements. Users will be notified of significant changes via email or Platform notifications, and continued use of the Platform after notification will indicate acceptance of the revised Terms. If you do not agree with the revised Terms, your sole recourse is to discontinue use of the Platform.
4. Confidentiality and Data SecurityAs part of using Dealonomy’s services, you may have access to confidential or proprietary information. You agree to protect the confidentiality of Dealonomy’s proprietary information and restrict any unauthorized use or disclosure of such information. Confidentiality obligations remain in effect except as required by law or as authorized in writing by Dealonomy.

2. Intellectual Property and Copyright

1. Ownership and Usage RightsAll content and materials on the Dealonomy Platform, including text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software (collectively, the “Content”), are owned by or licensed to Dealonomy and are protected by copyright, trademark, and other intellectual property laws.
2. User ContentUsers may add, create, upload, submit, distribute, or post content on the Platform (“User Content”). By submitting User Content, you represent and warrant that you own or have the necessary rights to provide such content, and you grant Dealonomy a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content on the Platform. Dealonomy is not responsible for verifying the accuracy, legality, or quality of User Content posted by others on the Platform.
3. Content Availability and RemovalDealonomy reserves the right to remove, modify, or restrict access to any Content or User Content on the Platform at its sole discretion and without notice if it is deemed to violate these Terms, third-party rights, or applicable laws. Users are responsible for backing up any User Content they may wish to retain.
4. Trademarks and BrandingDealonomy’s name, logo, product and service names, designs, and slogans are trademarks of Dealonomy or its affiliates. Unauthorized use of these marks is prohibited. All other names, logos, product and service names, designs, and slogans on the Platform are the property of their respective owners.
5. Copyright Infringement ClaimsIf you believe that any material on the Platform infringes your copyright, please provide Dealonomy with a written notice containing the following information:
   1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
   2. Identification of the copyrighted work(s) you claim to have been infringed.
   3. Identification of the infringing material on the Platform and reasonably sufficient information to allow Dealonomy to locate the material.
   4. Your contact information (address, telephone number, and email address).
   5. A statement under penalty of perjury that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
   6. A statement that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.
6. Upon receipt of a valid copyright infringement notice, Dealonomy will promptly investigate the claim and take appropriate action, which may include removing or disabling access to the allegedly infringing material. Dealonomy may also terminate the accounts of repeat infringers.
7. Counter-Notice ProcedureIf your content was removed due to a copyright infringement claim and you believe it was a mistake, you may file a counter-notice with Dealonomy’s Designated Agent. The counter-notice must include:
   1. A statement that you consent to the jurisdiction of the federal district court in which you reside (or, if outside the United States, any judicial district in which Dealonomy is located) and agree to accept service of process from the original copyright complainant.
   2. Identification of the material that was removed and its prior location.
   3. A statement under penalty of perjury that you have a good faith belief the material was removed by mistake or misidentification. Dealonomy may restore the removed material after receiving a valid counter-notice unless the original complainant files a legal action against the User.

Please send copyright notices and counter-notices to Dealonomy's Designated Agent at [Insert Contact Information]. Only the copyright owner or authorized representatives may submit claims.

3. Messaging and Communication

1. Communications from DealonomyBy registering an account on the Dealonomy Platform, you consent to receive communications from us, which may include emails, text messages (SMS), phone calls, and in-app notifications. These communications may relate to:
   1. Account Activities: Confirmation of registration, transaction alerts, and updates related to your account.
   2. Service Announcements: Information about new features, services, or changes to the Platform.
   3. Promotional Messages: Offers, promotions, and information about products and services that may be of interest to you.
2. Standard message and data rates may apply for any SMS messages sent to or from us. You are responsible for any fees charged by your mobile carrier. You can opt out of receiving promotional communications at any time by following the unsubscribe instructions provided in the communication or by adjusting your account settings. Please note that even if you opt out of promotional messages, we may still send you transactional or administrative communications.
3. User CommunicationsPosting Content: You may have the opportunity to post comments, messages, and other content on the Platform. By submitting content, you agree that it will not:
   1. Contain illegal, obscene, abusive, threatening, defamatory, or otherwise objectionable material.
   2. Infringe upon the intellectual property rights or other rights of any third party.
   3. Include personal or solicitous information unrelated to a listing or transaction.
   4. Contain viruses, malware, or any harmful code.
   5. Constitute spam, chain letters, mass mailings, or unsolicited commercial messages.
   6. Misrepresent your identity or affiliation or impersonate any person or entity.
   7. Dealonomy reserves the right, but is not obligated, to monitor, edit, or remove any content that violates these Terms or is otherwise objectionable.
4. Private Messaging and Communications Between UsersThe Platform may facilitate direct communication between Buyers, Sellers, and Brokers through messaging features. You agree to use these communication tools responsibly and solely for purposes related to listings, transactions, or other services offered through Dealonomy. You must not use these tools to:
   1. Transact outside of the Dealonomy Platform or encourage others to do so.
   2. Harass, abuse, or harm another person.
   3. Share personal contact information outside of what is necessary for transaction purposes.
   4. Send unsolicited advertising or promotional materials.
5. Privacy of Communications: While Dealonomy values user privacy, we may access, preserve, and disclose your communications if required to do so by law or if we believe such action is necessary to enforce these Terms, comply with legal processes, or protect the rights, property, or safety of Dealonomy, its users, or the public.
6. Consent to Electronic CommunicationsYou consent to receive all agreements, notices, disclosures, and other communications electronically, whether sent by email, posted on the Platform, or through other electronic means. You agree that all electronic communications satisfy any legal requirement that such communications be in writing.
7. Opting OutIf you wish to opt out of certain communications from Dealonomy:
   1. Emails: Click the "unsubscribe" link at the bottom of promotional emails.
   2. SMS Messages: Follow the instructions provided in the text message to stop receiving messages.
   3. Account Settings: Adjust your preferences in your account settings on the Platform.

Please note that opting out of certain communications may affect your ability to use some features of the Platform.

1. Indemnification for CommunicationsYou agree to indemnify and hold Dealonomy harmless from any claims, liabilities, damages, losses, and expenses (including attorneys’ fees) arising from your communications on the Platform, including any content you post or messages you send that violate these Terms or any applicable law.

4. Confidentiality and Data Privacy

1. Confidential InformationBoth Buyers and Sellers may receive confidential or proprietary information about businesses, financials, operations, or other sensitive data through the Dealonomy Platform. You agree to:
   1. Use Confidential Information Solely for Intended Purposes: Utilize any confidential information received only for evaluating potential transactions or as expressly permitted by the disclosing party.
   2. Maintain Strict Confidentiality: Keep all confidential information in strict confidence and not disclose it to any third party without the prior written consent of the disclosing party.
   3. Limit Access: Restrict access to confidential information to individuals within your organization who need to know such information for the purposes permitted under these Terms and who are bound by confidentiality obligations at least as protective as those herein.
   4. Protect Information: Employ reasonable security measures to protect confidential information from unauthorized access, use, or disclosure.
2. ExceptionsThe obligations of confidentiality do not apply to information that:
   1. Is or becomes publicly available without breach of these Terms.
   2. Was lawfully known to the receiving party before receipt from the disclosing party.
   3. Is lawfully received from a third party without restriction and without breach of any agreement or duty.
   4. Is independently developed by the receiving party without use of the confidential information.
3. Required DisclosuresIf you are required by law, regulation, or court order to disclose any confidential information, you must:
   1. Promptly notify the disclosing party in writing before making any disclosure, if legally permissible.
   2. Cooperate with the disclosing party to seek a protective order or other appropriate remedy.
   3. Disclose only that portion of the confidential information legally required.
4. Data PrivacyDealonomy is committed to protecting your personal data in accordance with applicable laws and regulations. By using the Platform, you consent to the collection, use, and disclosure of your personal information as outlined in our Privacy Policy.
   1. Data Collection: We may collect personal information such as your name, contact details, business information, and transaction history.
   2. Use of Data: Personal information is used to facilitate transactions, provide services, improve the Platform, and communicate with you.
   3. Data Sharing: We will not sell or rent your personal information to third parties. We may share information with service providers who assist us in operating the Platform, under obligations of confidentiality.
   4. Data Security: We implement reasonable security measures to protect your personal information but cannot guarantee absolute security.
5. User CommunicationsBy registering on Dealonomy, you agree to receive communications related to your account and transactions. You may also opt-in to receive promotional communications, which you can opt-out of at any time.
6. Third-Party Links and ServicesThe Platform may contain links to third-party websites or services not operated by Dealonomy. We are not responsible for the privacy practices of these third parties. We encourage you to review their privacy policies before providing personal information.
7. Data RetentionWe will retain your personal information for as long as necessary to fulfill the purposes outlined in these Terms and our Privacy Policy, unless a longer retention period is required or permitted by law.
8. International UsersIf you are accessing the Platform from outside the USA where Dealonomy operates, please be aware that your information may be transferred to, stored, and processed in that country. By using the Platform, you consent to such transfer.

5. Prohibited Activities and Restrictions

By accessing or using the Dealonomy Platform, you agree not to engage in any of the following prohibited activities:

1. Circumvention of Platform Purpose
   1. Attempting to bypass these Terms or the intended use of the Platform, including creating an account to identify prospective Buyers or Sellers and pursuing or completing transactions outside the Platform to avoid fees or obligations owed to Dealonomy.
   2. Initiating transactions or communications with other users outside of the Dealonomy Platform without prior written consent from Dealonomy.
2. Illegal or Unauthorized Use
   1. Engaging in activities that violate any applicable laws, regulations, or guidelines.
   2. Using the Platform for any unlawful, fraudulent, or malicious purposes.
3. Intellectual Property Infringement
   1. Uploading, posting, or transmitting any content that infringes or violates the intellectual property rights or any other rights of any third party.
   2. Copying, reproducing, distributing, or publicly displaying any content from the Platform without Dealonomy's prior written permission.
4. Disruptive Activities
   1. Interfering with or disrupting the operation of the Platform or the servers or networks that host the Platform.
   2. Introducing any viruses, worms, malware, Trojan horses, or other harmful or destructive content.
5. Security Violations
   1. Attempting to gain unauthorized access to the Platform, other user accounts, or computer systems or networks connected to the Platform through hacking, password mining, or any other means.
   2. Violating the security of any computer network or cracking any passwords or security encryption codes.
6. Automated Access and Data Harvesting
   1. Using any automated system, including but not limited to "robots," "spiders," or "offline readers," to access the Platform in a manner that sends more request messages to the servers than a human can reasonably produce in the same period.
   2. Collecting or harvesting any personally identifiable information, including account names or email addresses, from the Platform.
7. Spam and Unsolicited Communications
   1. Transmitting any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or other forms of solicitation.
   2. Running any form of auto-responder or "spam" on the Platform.
8. Misrepresentation and Fraud
   1. Impersonating any person or entity or misrepresenting your affiliation with a person or entity.
   2. Providing false, misleading, or deceptive information to Dealonomy or other users.
9. Unauthorized Commercial Use
   1. Engaging in commercial activities that are not expressly permitted by Dealonomy.
   2. Selling, reselling, or commercially exploiting the Platform or any of its content without Dealonomy's prior written consent.
10. Reverse Engineering and Unauthorized Access
    1. Decompiling, reverse engineering, or attempting to discover any source code or underlying ideas or algorithms of the Platform.
    2. Bypassing or circumventing measures employed to prevent or limit access to any area of the Platform.
11. Harassment and Objectionable Content
    1. Posting or transmitting content that is unlawful, harmful, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
    2. Engaging in any conduct that restricts or inhibits any other user from using or enjoying the Platform.
12. Violations of Privacy
    1. Disclosing or distributing another user's personal information without their express consent.
    2. Collecting personal data about other users for unlawful purposes.
13. Interference with Transactions
    1. Interfering with or disrupting the negotiation or completion of transactions between other users on the Platform.
    2. Encouraging or assisting any third party to engage in any of the activities prohibited under these Terms.

Consequences of Violations

Dealonomy reserves the right to investigate and take appropriate legal action against anyone who, in Dealonomy's sole discretion, violates this section, including but not limited to:

• Suspension or Termination: Immediate suspension or termination of your user account without notice.
• Content Removal: Removal of any offending content posted on the Platform.
• Legal Action: Initiating legal proceedings for reimbursement of all costs on an indemnity basis resulting from the breach.
• Reporting: Disclosure of such information to law enforcement authorities as deemed necessary.

Reporting Violations

If you become aware of any misuse of the Platform or violation of these Terms, please report such activities to Dealonomy at [contact email or support link].

6. User Rights and Content Submissions

1. Ownership of ContentThe materials displayed, available, or accessible on the Dealonomy Platform—including but not limited to text, graphics, data, articles, photos, images, and other materials (collectively, the "Content")—are protected by copyright, trademark, and other intellectual property laws. You acknowledge that Dealonomy or its licensors own all rights, title, and interest in and to the Content provided through the Platform.
2. Limited License to UsersSubject to these Terms, Dealonomy grants you a limited, worldwide, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform and its Content solely for your personal or internal business purposes related to evaluating or engaging in transactions through the Platform. Any other use, reproduction, modification, distribution, or storage of any Content is expressly prohibited without prior written permission from Dealonomy.
3. User Submissionsa. Definition: "User Submissions" refer to any content, information, or materials that you post, upload, share, store, or otherwise provide through the Platform, including but not limited to business listings, profiles, comments, messages, and other communications.b. Responsibility for User Submissions: You are solely responsible for all User Submissions you contribute to the Platform. By providing User Submissions, you represent and warrant that:
   1. The content is accurate, complete, and up-to-date.
   2. You own or have all necessary rights and permissions to submit the content.
   3. The content does not infringe upon or violate any third-party rights, including intellectual property, privacy, or publicity rights.
   4. The content complies with all applicable laws, regulations, and these Terms.
4. c. Prohibited Content: You agree not to post, upload, or share any User Submissions that:
   1. Infringe upon copyrights, trademarks, or other intellectual property rights.
   2. Contain defamatory, libelous, obscene, abusive, or offensive material.
   3. Promote illegal activities or violate any applicable laws.
   4. Contain viruses, malware, or other harmful components.
   5. Include unauthorized advertising or solicitation.
5. License Grant to DealonomyBy submitting User Submissions to the Platform, you grant Dealonomy a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display your User Submissions in connection with operating and providing the Platform and services. This includes, without limitation, the right to promote and redistribute part or all of the Platform (and derivative works thereof) in any media formats and through any media channels.
6. License Grant to Other UsersYou also grant each user of the Platform a non-exclusive, perpetual license to access your User Submissions through the Platform and to use, reproduce, distribute, display, and perform such User Submissions as permitted through the functionality of the Platform and under these Terms.
7. No Obligation to PublishDealonomy reserves the right, but is not obligated, to review, monitor, or remove User Submissions at its sole discretion and without notice for any reason, including but not limited to violations of these Terms or applicable laws.
8. FeedbackIf you provide Dealonomy with any suggestions, comments, or feedback regarding the Platform ("Feedback"), you grant Dealonomy the right to use such Feedback freely and as it sees fit, without any obligation to you.
9. Third-Party Content and LinksThe Platform may contain links to third-party websites or services that are not owned or controlled by Dealonomy. Dealonomy has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. Accessing third-party content is at your own risk.
10. Modification of ContentIn order to provide the services, Dealonomy may need to modify or adapt your User Submissions for technical, network, security, or other requirements. You agree that the licenses granted to Dealonomy include the rights to make such modifications as necessary.

7. User Responsibility and Disclaimers

1. Content Responsibility
   1. Any information or content that is publicly posted or privately transmitted through the Dealonomy Platform is the sole responsibility of the person from whom such content originated. You access all such information and content at your own risk, and Dealonomy is not liable for any errors or omissions in that information or content or for any damages or losses you might suffer in connection with it.
   2. We cannot control and have no obligation to monitor how you may interpret and use the content or what actions you may take as a result of having been exposed to the content. You hereby release us from all liability for having acquired or not acquired content through the Platform.
2. No Guarantee of User Identity
   1. We cannot guarantee the identity of any users with whom you interact while using the Platform and are not responsible for which users gain access to the Platform.
3. Your Content
   1. You are responsible for all content you contribute, in any manner, to the Platform, and you represent and warrant that you have all rights necessary to do so in the manner in which you contribute it.
   2. You agree not to post content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent, obscene, or otherwise objectionable, or that infringes upon any third-party rights.
4. Third-Party Links and Services
   1. The Dealonomy Platform may contain links or connections to third-party websites or services that are not owned or controlled by Dealonomy. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Dealonomy is not responsible for such risks.
   2. Dealonomy has no control over and assumes no responsibility for the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Platform.
   3. By using the Platform, you release and hold Dealonomy harmless from any and all liability arising from your use of any third-party website or service.
5. Referrals to Third-Party Services
   1. As part of the services provided, you may be referred to certain third-party professional services. You authorize us to make such referrals and acknowledge that we may receive compensation or other valuable consideration for facilitating the connection.
   2. Dealonomy does not endorse, warrant, or guarantee the services provided by third parties, and you agree that Dealonomy is not liable for any loss or damage of any sort incurred as a result of such dealings.
6. Disputes Between Users
   1. If there is a dispute between participants on the Platform, or between users and any third party, you agree that Dealonomy is under no obligation to become involved.
   2. In the event that you have a dispute with one or more other users, you release Dealonomy, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our services.
   3. Waiver of California Civil Code Section 1542: If you are a California resident, you waive California Civil Code Section 1542, which states:
      1. “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release and that, if known by them, would have materially affected their settlement with the debtor or released party.”

8. Paid Services and Billing

1. Paid Services Dealonomy may offer certain features or services for which a fee is charged ("Paid Services"). These may include, but are not limited to subscription plans, premium features, success fees upon the completion of a transaction, or other charges associated with the use of the Dealonomy Platform. Any specific terms presented to you during the use of or sign-up for a Paid Service are incorporated into these Terms by reference.
2. Billing and Payment Processor To facilitate payments for Paid Services, Dealonomy utilizes a third-party payment processor (the "Payment Processor"). Currently, we use Stripe, Inc. as our Payment Processor. The processing of payments is subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. By using our Paid Services, you authorize Dealonomy to charge your chosen payment method through the Payment Processor for any fees due. Dealonomy is not responsible for any errors or issues encountered with the Payment Processor. You can review Stripe’s Terms of Service at https://stripe.com/legal and their Privacy Policy at https://stripe.com/privacy.
3. Payment Method You agree to provide current, complete, and accurate billing information, including a valid payment method. The terms of your payment will be based on your chosen payment method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of that payment method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due upon demand.
4. Recurring Billing Some Paid Services may involve recurring charges (e.g., monthly or annual subscriptions). By selecting a recurring payment plan, you acknowledge that your subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. YOU AUTHORIZE DEALONOMY TO CHARGE YOUR PAYMENT METHOD AUTOMATICALLY AT THE BEGINNING OF EACH BILLING PERIOD UNTIL YOU CANCEL YOUR SUBSCRIPTION.
5. Auto-Renewal Unless you opt out of auto-renewal, your subscription or Paid Services will automatically renew at the end of each billing cycle for successive renewal periods of the same duration. The renewal will be at the then-current rates without additional notice to you. To change or cancel your Paid Services, you can adjust your account settings or contact us at support@dealonomy.com. If you cancel, you may continue to use the Paid Services until the end of your current subscription term, but you will not receive a refund for any prepaid fees.
6. Changes to Fees and Billing Methods Dealonomy reserves the right to change its fees and billing methods at any time. We will provide notice of any fee changes by posting updated pricing on the Platform or by sending you an email notification. Your continued use of the Paid Services after the fee change becomes effective constitutes your agreement to pay the updated fees.
7. Reaffirmation of Authorization Your continued use of Paid Services reaffirms that we are authorized to charge your payment method for the applicable fees. We may submit charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you.
8. Current Information Required YOU AGREE TO PROVIDE AND MAINTAIN ACCURATE, CURRENT, AND COMPLETE INFORMATION FOR YOUR BILLING ACCOUNT. You must promptly update all billing information, such as a change in billing address, payment method, or payment card expiration date. If your payment method is canceled or you become aware of a potential breach of security (e.g., unauthorized disclosure or use of your account credentials), you must notify Dealonomy or the Payment Processor immediately. Failure to provide accurate information may result in suspension or termination of your access to Paid Services.
9. Taxes All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for paying any applicable taxes associated with your purchases under these Terms.
10. Disputes and Refunds Except as required by law, all fees are non-refundable. Any billing disputes must be submitted to Dealonomy in writing within thirty (30) days of the charge. You waive all disputes not brought within this time frame.
11. Delinquent Accounts If payment cannot be charged to your payment method or your payment is returned for any reason, Dealonomy reserves the right to either suspend or terminate your access to Paid Services and the Platform. You agree to pay all costs incurred by Dealonomy in collecting any unpaid amounts, including legal fees and collection agency fees.
12. Termination of Paid Services You may cancel your Paid Services at any time by contacting us at support@dealonomy.com or through your account settings. Cancellation will take effect at the end of the current billing period. You will not receive a refund for the current billing period, but you will retain access to the Paid Services until the end of that period.
13. Free Trials and Promotion Dealonomy may offer free trials or promotional offers for Paid Services. Such offers are subject to these Terms unless otherwise stated in the promotional offer. At the end of a free trial or promotional period, regular charges will apply unless you cancel the Paid Services.
14. Third-Party Fees Your use of Paid Services may incur third-party fees, such as bank fees, currency exchange fees, or data charges. Dealonomy is not responsible for these fees. You are solely responsible for checking with your bank or other payment provider for details regarding additional charges.
15. Contact Information If you have any questions about billing or payments, please contact our support team at support@dealonomy.com.

9. Success Fee

1. Obligation to Pay Success Fee If a Buyer completes any transaction—including, but not limited to, purchasing, leasing, or acquiring an interest in a business or other asset (a “Transaction”)—with a Seller, the Buyer shall pay Dealonomy a Success Fee. This obligation survives any expiration or termination of these Terms.
2. Calculation of Success Fee The Success Fee is calculated as a percentage of the Purchase Price, “Purchase Price”, for the purposes of these Terms, is defined as the aggregate gross consideration payable to Seller, pursuant to any Transaction, including but not limited to all cash, promissory note(s) or any debt instrument of any kind, or stock or real estate or any other assets transferred, or compensation paid (either at the closing or thereafter). For current fees, please see our Success Fee Page.Our success fee is non-negotiable and non-refundable.
3. Changes to the Success Fee Dealonomy reserves the right to modify the Success Fee at any time and will provide notice before changes take effect. Any modifications to the Success Fee will not apply to deals that have already passed the Letter of Intent (LOI) stage.
4. Transaction Contract Requirements Buyer and Seller must ensure that their contract governing the Transaction (the “Transaction Contract”):
   1. Includes an express obligation to pay the Success Fee to Dealonomy, with payment due at closing.
   2. Designates Dealonomy as an express third-party beneficiary with the right to enforce this payment obligation.
5. Lien and Security Rights Buyer and Seller hereby agree that Dealonomy is an express third-party beneficiary of the Transaction Contract solely as to, and with the right to enforce, the obligation thereunder to pay the Success Fee in accordance therewith. Buyer hereby also agrees that this document (and the other related documents executed by Buyer relating to this engagement) constitute a security agreement which will place a lien on the assets of the applicable business subsequent to the closing (and acknowledges that Dealonomy shall have the right to file a UCC-1 financing statement notifying the public of such lien) if the Success Fee is not timely paid.
6. Notification and Verification Buyer and Seller must notify Dealonomy of any pending or completed Transaction and provide Dealonomy with a copy of the executed (or ready-to-execute) Transaction Contract immediately upon execution. This allows Dealonomy to verify and accurately calculate the Success Fee.
7. Exception to Success Fee Obligation Buyer is exempt from paying the Success Fee only if they can provide documentation, reasonably acceptable to Dealonomy, proving that Buyer and Seller executed a binding contract for the Transaction before Dealonomy’s involvement.

10. Termination of Services

1. Your Right to Terminate You are free to stop using the Dealonomy Platform at any time by contacting us at support@dealonomy.com or by deleting your account. Please refer to our Privacy Policy and these Terms to understand how we handle information you provide to us after you have stopped using our services.
2. Our Right to Terminate Dealonomy reserves the right to suspend or terminate your access to the Platform or your account at any time, for any reason, including but not limited to your breach of these Terms. We have the sole discretion to determine whether you are in violation of any of the provisions set forth in these Terms.
3. Effect of Termination Account termination may result in the deletion of any content or information associated with your account. Please ensure that you save any important data before terminating your account. Dealonomy is not responsible for any loss of information resulting from account termination.
4. Account Deletion Errors  If you believe your account has been terminated or deleted in error, please contact us immediately at support@dealonomy.com. We will make reasonable efforts to assist you, but we cannot guarantee the recovery or restoration of your account or any content.
5. Survival of Terms Provisions of these Terms that by their nature should survive termination shall continue to remain in effect. This includes, but is not limited to:
   1. Any obligations you have to pay us or indemnify us.
   2. Any limitations of our liability.
   3. Provisions regarding ownership or intellectual property rights.
   4. Terms concerning dispute resolution, including any arbitration agreements.

11. Legal Disclaimers and Arbitration Agreement

1. Warranty Disclaimer
   1. Services Provided "As Is": The Dealonomy Platform and all content, products, and services offered through it are provided on an "as is" and "as available" basis without any warranties of any kind, either express or implied.
   2. No Warranty of Accuracy: Dealonomy makes no representations or warranties regarding the accuracy, reliability, availability, completeness, or timeliness of the Platform or any content therein. We do not warrant that the Platform will be error-free, uninterrupted, secure, or free from viruses or other harmful components.
   3. No Professional Advice: The information provided on the Platform is for general informational purposes only and does not constitute professional advice. Dealonomy does not provide legal, financial, tax, investment, or other professional services or advice. Users should consult appropriate professionals for advice on their specific circumstances.
   4. No Endorsement of Third Parties: Dealonomy does not endorse or assume responsibility for any products, services, or content provided by third parties through the Platform. Any dealings you have with such third parties are solely between you and the third party.
   5. Disclaimer of Warranties: TO THE FULLEST EXTENT PERMITTED BY LAW, DEALONOMY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
2. Limitation of Liability
   1. Exclusion of Certain Types of Damages: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEALONOMY OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
      1. Your access to or use of, or inability to access or use, the Platform;
      2. Any conduct or content of any third party on the Platform;
      3. Any content obtained from the Platform;
      4. Unauthorized access, use, or alteration of your transmissions or content.
   2. Limitation on Liability Amount: TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEALONOMY'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS UNDER THESE TERMS IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNTS PAID BY YOU TO DEALONOMY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIMS.
3. Indemnification
   1. You agree to indemnify and hold harmless Dealonomy and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to:
      1. Your use of or access to the Platform;
      2. Your violation of these Terms;
      3. Your violation of any third-party right, including without limitation any intellectual property or privacy right;
      4. Any claim that your User Content caused damage to a third party;
      5. Your negligence or willful misconduct.
4. Force Majeure
   1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, epidemics, governmental actions, or other force majeure events.
5. Arbitration Agreement Please read this Arbitration Agreement carefully because it requires you to arbitrate certain disputes and claims with Dealonomy and limits the manner in which you can seek relief from us. Both you and Dealonomy acknowledge and agree that for the purposes of any dispute arising out of or relating to these Terms, Dealonomy's officers, directors, employees, and independent contractors ("Personnel") are third-party beneficiaries of this Arbitration Agreement.(a) Arbitration Rules; Applicability of Arbitration AgreementThe parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to these Terms directly through good-faith negotiations for a period of sixty (60) days from the date one party notifies the other of such dispute. If the dispute is not resolved within this period, either party may initiate binding arbitration.The arbitration will be conducted in the state of Texas, in English, in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("Rules") then in effect. The arbitration shall be conducted by one commercial arbitrator with substantial experience in resolving commercial contract disputes, selected from the appropriate list of JAMS arbitrators in accordance with the Rules. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.(b) Costs of ArbitrationThe Rules will govern payment of all arbitration fees. Dealonomy will pay all arbitration fees for claims less than seventy-five thousand dollars ($75,000). Dealonomy will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.(c) Small Claims Court; InfringementNotwithstanding the foregoing, either you or Dealonomy may assert claims, if they qualify, in small claims court in [Insert County, State] or any United States county where you live or work. Additionally, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights.(d) Waiver of Jury TrialYOU AND DEALONOMY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Dealonomy are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited and more efficient than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Dealonomy over whether to vacate or enforce an arbitration award, YOU AND DEALONOMY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute resolved by a judge.(e) Waiver of Class or Consolidated ActionsALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user. If this waiver is found to be unenforceable, then the entirety of this Arbitration Agreement shall be null and void, and any claims shall proceed in a court as set forth in Section (g) below.(f) Opt-outYou have the right to opt out of this Arbitration Agreement by sending a written notice of your decision to opt out to the following address: [Insert Address], within thirty (30) days of first accepting these Terms. The notice must include your name, residence address, email address or telephone number associated with your account, and a clear statement that you want to opt out of this Arbitration Agreement. Any opt-out received after the thirty (30) day period will not be valid.(g) Exclusive VenueIf you opt out of arbitration, or if the Arbitration Agreement is found to be unenforceable, you agree that any claims or disputes arising out of or related to these Terms or your use of the Platform will be litigated exclusively in the state or federal courts located in [Insert County, State]. You and Dealonomy consent to the personal jurisdiction of these courts.(h) Attorneys' Fees and CostsIf an arbitrator or court of competent jurisdiction determines that either party has materially breached these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in enforcing these Terms.(i) SurvivalThis Arbitration Agreement will survive the termination of your relationship with Dealonomy.(j) SeverabilityIf any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, the unenforceable portion shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.
6. Governing Law
   1. These Terms and any disputes arising out of or related to them or the Platform shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.
7. Severability
   1. If any provision of these Terms is held to be invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.
8. No Waiver
   1. The failure of Dealonomy to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
9. Entire Agreement
   1. These Terms, along with our Privacy Policy and any additional agreements you may enter into with Dealonomy, constitute the entire agreement between you and Dealonomy regarding the Platform and supersede any prior agreements.
10. Assignment
    1. You may not assign or transfer these Terms or any rights or obligations herein without Dealonomy's prior written consent. Dealonomy may assign or transfer these Terms without restriction.
11. Third-Party Beneficiaries
    1. Except as expressly provided in the Arbitration Agreement, these Terms do not and are not intended to confer any rights or remedies upon any person other than you and Dealonomy.
12. Miscellaneous
    1. Taxes: You are responsible for paying any applicable taxes, duties, or governmental fees associated with your use of the Platform.
    2. No Agency Relationship: No joint venture, partnership, employment, or agency relationship exists between you and Dealonomy as a result of these Terms or your use of the Platform.
    3. Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.

12. Seller-Specific Terms

1. Authorization and Exclusivity By listing your business on Dealonomy, you grant Dealonomy the exclusive right to represent your business for the purpose of identifying potential Buyers to facilitate a sale of your business, either in whole or in part, including any or all of its assets, rights, liabilities, or other properties (a "Sale") for the entire duration of the term outlined in any applicable agreement. This exclusivity grants Dealonomy the full authority to act on your behalf to promote, market, and represent your business to potential Buyers on the Platform.
2. Commitment to TransparencyIf you become aware of any potential Buyers outside the Dealonomy Platform during the term of this agreement, you agree to promptly notify Dealonomy. This ensures Dealonomy’s continued representation rights and that any fees outlined in applicable agreements, including Success Fees, remain payable as specified.
3. Eligibility and Compliance By listing your business, you confirm that you have the unrestricted right to sell your business, including its assets or stock, either partially or fully. You are responsible for ensuring that your participation on the Platform does not violate any third-party agreements or legal restrictions.
4. No Guarantee of Sale Dealonomy provides a marketplace and resources to help facilitate transactions but does not guarantee the successful sale of your business. Dealonomy's role is to connect Buyers and Sellers, and success depends on the mutual agreement of both parties. You may proceed with a sale to any Buyer in compliance with these Terms but understand that Dealonomy’s involvement and Success Fees, if applicable, remain active throughout the term.
5. Provision of Accurate Information You agree to provide Dealonomy with accurate, current, and complete information, including any relevant financial or operational details necessary for listing and representing your business. Inaccuracies may impact the listing quality, Buyer interest, and ultimately, the success of any potential transaction. You are solely responsible for ensuring that any disclosures and representations made to potential Buyers are accurate and complete.