Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding contract between you and BizScout LLC and govern your access to and use of our website, products, services, and applications (collectively, the “Services”) and may incorporate additional order forms, policies, and terms applicable to your participation in the Services.

PLEASE NOTE THAT SECTION 15 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. By using our Services, you agree to resolve disputes with BizScout through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.

Please read these Terms carefully. By using our Services or clicking “I agree” or likewise expressing your assent, you indicate you have read and understood these Terms and are bound by them.

We look forward to getting to know you better! But, for now, “you” shall mean the person, business, or legal entity, that uses any of our Services. For the sake of clarity, each of the following is included in the term “you”:

• a user of our Services that does not create an account with BizScout;
• a user of our Services that creates an account and accesses listings or other information through the Services (a “Buyer”);
• a user of our Services that submits information regarding an opportunity to acquire business assets (a “Seller”)

When we use the words “user” or “you” in these Terms, they refer to all of the above, regardless of whether you are just viewing our site or are a Buyer or a Seller. If we use one of those specific terms, it only applies to that category of user.

By using the Services you represent and warrant that you (i) are at least 18 years old; (ii) have read and understand these Terms; (iii) have the right, authority and capacity to enter into and shall abide by these Terms.

If you are accessing the Services for personal use only (i.e. not in connection with any organization, business, or other legal entity), then all reference to "you" means you as an individual.

If you are accessing the Services for or on behalf of a business or legal entity (an "Organization"), "you" also includes the Organization for which you act, and your Organization is legally and financially responsible for your access to and use of the Services as well as for the use of the Services by others affiliated with the Organization, including any employees, agents, contractors, or customers. If you are accessing the Services on behalf of an Organization, you additionally represent and warrant that you (i) have full legal authority to bind the Organization to these Terms; (ii) you have read and understand these Terms; and (ii) agree to these Terms on behalf of the Organization.

We are BizScout LLC ("BizScout" or "we", "us" and "our"). We operate the BizScout marketplace (the “Marketplace”) which allows third-party sellers to list opportunities to acquire business assets (each, a “Business Listing”) and connect with interested third-party buyers using our Services).

We do a lot, but not everything. You hereby acknowledge and agree that BizScout does not engage in any of the following and accordingly accept all related responsibilities:

1. BizScout does not sell or offer to sell companies, their assets, or related opportunities, buy or offer to buy companies, their assets, or related opportunities, solicit prospective sellers or buyers of companies, their assets, or related opportunities, or negotiate the purchase, sale, or exchange of companies, their assets, or related opportunities.
2. Unless BizScout has entered into a separate written agreement with you, explicitly establishing an agent-principal relationship, BizScout does not act as your representative in any capacity when you use the Services. Your use of the Services does not create, either expressly or implicitly, any fiduciary duty, attorney-client relationship, agency, or other form of representation. BizScout does not act as your attorney, broker, fiduciary, or agent, nor does it engage in negotiations on your behalf.
3. BizScout is not a law firm, and its Services do not provide or constitute legal advice. BizScout does not offer legal analysis or representation. Any information provided through the Services, including by BizScout employees or contractors, is strictly for informational purposes and should not be considered legal advice.
4. BizScout is not responsible for any closing-related tasks, including with respect to taxes, notifications, and regulatory filings. All closing-related tasks are solely your responsibility.
5. While BizScout may seek to connect you with qualified Advisors (defined below), BizScout makes no representations, warranties, or guarantees regarding any advisor or the services they provide and is not a party to any agreements you may elect to have with advisors.
6. BizScout performs no technical, legal, financial, or any other kind of due diligence related to Business Listings, buyers, sellers, or other participants in the Marketplace and makes no representations, warranties, or guarantees regarding Business Listings, buyers, sellers, or participants of any kind. You are solely and exclusively responsible for performing all due diligence.
7. BizScout is not a party to any transaction agreement among buyers and sellers in connection with a Business Listing; provided that, BizScout shall be deemed a third-party beneficiary to any Consummated Transaction for the purposes of payment of applicable Marketing Fees.
8. BizScout does not engage in dispute resolution between or among buyers, sellers, and Advisors in connection with the Marketplace.

1. Use of the Services; Accounts
   1. Provision of Access. Subject to and conditioned on your compliance with these Terms, we hereby grant you a non-exclusive, non-transferable, revocable right to access and use the Services for your internal use.
   2. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, directly or indirectly, (i) copy, modify, adapt, alter or create derivative works of the Services, including the listings provided therein, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, including the listings provided therein; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) use automated tools, scripts, or any unauthorized methods to extract data from the Services; (v) remove any proprietary notices from the Services; (vi) use or access the Services to build or support, and/or assist any third party in building or supporting, products, or services competitive to the Services; (vii) take any action that could disrupt, damage, or impair the functionality of the Services, including introducing viruses, malware, or harmful code; or (viii) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   3. Prohibited Use and Transactions. You agree that you will not, and will not assist or permit any third party to: (i) sell, advertise, solicit, engage in, or broker securities transactions, as the term security is defined in the Securities Act of 1933, as amended (a “Security” or “Securities”), in violation of securities laws and regulations; (ii) list or engage in the sale or transfer of any businesses, assets, or Securities that violate applicable laws, regulations, or BizScout’s policies; (iii) engage in, promote, or facilitate any illegal activities or business practices, including but not limited to fraudulent misrepresentations, Ponzi schemes, or unfair or deceptive trade practices; (iv) engage in unauthorized advertising, solicitation, or promotional activities within the Marketplace, including but not limited to direct marketing, spam, or offering services outside of uses permitted by BizScout; or (v) circumvent, interfere with, or attempt to bypass BizScout’s fees, security features, and policies, including by negotiating or closing transactions outside the Marketplace.
   4. Your Account; Provided Information. In order to use some of the Services, you will be required to create an account, select a password and user name, and provide us with certain information or data, including your contact information and payment information ("Account Data"). You may not share or transfer your account to anyone else without our prior written permission. You promise to provide us with accurate, complete, and updated Account Data. You may not select as your BizScout account name a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission and any attempt to do so will result in termination of your account with us. BizScout is entitled to rely upon all information you provide to us in connection with your Account Data and your use of the Services, and you represent and warrant that all such information is and will remain accurate, complete, and not misleading.
2. Disclosure Materials; Non-Disclosure
   1. As used in these Terms, “Disclosure Materials” includes any information concerning a Business Listing disclosed by, or on behalf of, a user of the Services (“Provider”) that is furnished or otherwise made available to a user of the Services (“Recipient”) or its Representatives in connection with the Recipient’s evaluation of a potential transaction involving the Provider (a “Potential Transaction”). This includes, without limitation, any technical, business, financial, legal, or operational information, as well as any notes, analyses, summaries, forecasts, compilations, or other materials prepared by or on behalf of the Recipient that are based on, reflect, or incorporate such information in whole or in part. Disclosure Materials does not include information that: (i) becomes publicly available other than through a breach of these Terms by the Recipient or its Representatives; (ii) was lawfully in the Recipient’s possession prior to disclosure by or on behalf of the Provider, without breach of any confidentiality obligation; or (iii) is disclosed to the Recipient on a non-confidential basis by a third party lawfully in possession of such information and not subject to an obligation of confidentiality to the Provider. “Representatives” shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.
   2. Each Recipient shall, and shall ensure its Representatives, use the Disclosure Materials solely for the purpose of evaluating a Potential Transaction, and shall keep such Disclosure Materials strictly confidential. Neither the Recipient nor its Representatives shall disclose any Disclosure Materials in any manner whatsoever; provided, however, that Disclosure Materials may be disclosed to those of the Recipient's Representatives who need to know such information for the sole purpose of assisting the Recipient in evaluating the Potential Transaction and who are informed of the confidential nature of such information. Upon concluding their evaluation if a Potential Transaction is not pursued, or as may be otherwise agreed in writing between the Provider and Recipient, Recipients agree to promptly and securely delete or destroy all Disclosure Materials (including all copies and derivatives thereof) or, if requested by the Provider, return such materials. Each Recipient agrees to be fully responsible and liable for any breach of these Terms by any of its Representatives. These Terms do not grant a Recipient or any of its Representatives any license to use the Provider's Disclosure Materials other than for the specific purpose of evaluating a Potential Transaction as expressly permitted herein.
   3. Each Recipient agrees that, without the prior written consent of Provider, each Recipient will not, and it will cause its Representatives not to, disclose to any person or entity (i) that Disclosure Materials have been exchanged between the Provider and Recipient, (ii) that discussions or negotiations are taking place between Provider and Recipient concerning a Potential Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof).
   4. Users acknowledge that BizScout may provide such Disclosure Materials for the purpose of providing the Services. BizScout agrees that it shall treat Provider’s Disclosure Materials as confidential and shall not disclose such Disclosure Materials to any third party, except: (i) BizScout may provide such Disclosure Materials for the purposes of providing the Services; (ii) BizScout may disclose the Disclosure Materials to its Representatives in connection with the Services; and (iii) in the event that BizScout is required to disclose any Disclosure Materials, and, when possible pursuant to statutory or regulatory authority, BizScout will provide such Provider with prompt written notice so that the Provider may seek a protective order or waive compliance by BizScout with the provisions of these Terms. If, in the absence of a protective order or the receipt of a waiver hereunder, BizScout is nonetheless, on the advice of its counsel, legally required to disclose the Disclosure Materials, BizScout may disclose such information without liability hereunder.
3. Your Materials; License
   1. Your Materials. You are solely responsible for: (i) all materials, information, images, videos, data, contact information, and other content submitted to BizScout in connection with the Business Listing, your profile, or otherwise, whether or not created originally by you (“Your Content”); and (ii) all websites and content linked or otherwise referenced in Your Content (the “Linked Content” and, together with Your Content, “Your Materials”).
   2. License. You hereby grant to BizScout a limited, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable right and license to copy, modify, display, distribute, perform, create derivative works from, store and otherwise use and exploit, all Your Content, in any form through any media, software, or technology, in connection with: (a) providing you the Services; (b) distributing Your Content through or in connection with the Services or through BizScout’s authorized third-party partners and licensees and as further described in our Privacy Policy. BizScout makes no claim to any ownership interest in Your Content obtained from you under these Terms, and no ownership rights will be transferred under these Terms. BizScout shall be permitted to use and aggregate non-personally identifiable information for internal and commercial purposes, and nothing herein shall prevent BizScout from using information that is already in the public domain.
   3. Representation and Warranties. You represent and warrant that (i) you have the right to provide Your Materials; (ii) you are legally permitted to grant BizScout the license set forth in this Section; (iii) the use of Your Materials in connection with the Services will not infringe the rights of any third-party, including without limitation, any privacy rights, publicity rights, copyrights, moral rights, trademark rights, contract rights, confidentiality obligations, or any other intellectual property or proprietary rights; (iv) Your Content does not violate, facilitate, or encourage violation of any applicable law; and (v) Your Content is not misleading, intentionally or negligently fraudulent and is true and correct in all respects as of the date of its disclosure.
4. Paid Services
   1. Subscription Services. When you make a purchase using the Services, you agree to all written terms and conditions applicable to such purchase. The Services may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”) beginning on the date of your purchase (“Subscription Billing Date”). The Subscription Service will continue for the subscription period that you select (“Initial Subscription Period”), and upon the expiration of such Initial Subscription Period will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period, together with each such renewal period, the “Subscription Period”) unless you cancel the Subscription Service as set forth below or we terminate it.
   2. Billing. If you activate a Subscription Service, then you authorize us or our third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. BizScout reserves the right to change the fees for any Subscription Service at any time. BizScout will provide you with reasonable prior notice of any changes to such fees before they become effective, and such changes will apply to the applicable Subscription Service upon the next Subscription Period renewal following such notice. Your continued use of the Subscription Service thereafter constitutes your agreement to pay the modified fee; if you do not agree to the new fee, you must cancel the applicable Subscription Service as provided herein before such renewal.
   3. Cancellation; No Refunds. You must cancel your Subscription Service before it renews in order to avoid the charge to your account of the next periodic Subscription Fee. You may cancel the Subscription Service by doing so online or contacting us at support@bizscout.com. We must receive your cancellation request before the applicable renewal date in order to avoid the charge for the next Subscription Period.
   4. Payment Processing. We may contract with a third party to process any payments submitted for or through our Services (“Payment Processor”). By making any purchase through the Services, you authorize us to share any of your information with the Payment Processor in order to process your payment.
   5. Authorization. You authorize us to charge all sums for all amounts due under these Terms, including all applicable taxes, to the payment method specified in your account.
   6. Delinquent Accounts. BizScout may suspend or terminate access to the Service, including fee-based portions of the Services, for any account for which any amount is due but unpaid. In addition to the amount due for the Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
5. Sellers
   1. Listing. Seller may submit for listing on the Marketplace a Business Listing that may include: all accounts associated with Seller’s business, including all associated accounts, content, data, customer lists, databases, files, and artwork; all general intangibles of Seller’s Business; all instruments of Seller’s business, including promissory notes, books and records, customer lists, email lists and other files related to the business; all letters of credit and letter-of-credit rights and supporting obligations; all inventory of Seller’s business; all relevant domain names and associated domain name registrations; all intellectual property or proprietary rights; all prepaid expenses and subscriptions associated with Seller’s business; and goodwill and the going concern value of Seller’s business. In its sole discretion, BizScout will approve or reject the submitted Business Listing for listing on the Marketplace. BizScout reserves the right to reject, suspend or terminate any submitted Business Listing for any reason or no reason at all.
   2. Maintaining Listing Content. Seller is responsible for providing and maintaining all Your Materials (as defined above) required by BizScout for its Business Opportunity listing. When initially submitting a Business Opportunity, Seller should provide complete and accurate information in a timely manner to allow for BizScout's review. Seller has an ongoing responsibility to promptly update Your Materials to ensure it remains complete, accurate, and up-to-date regarding the listed Business Opportunity and Seller's BizScout account profile. BizScout may notify Seller if issues are identified with Your Materials or account profile, and Seller agrees to promptly address such issues to BizScout's reasonable satisfaction. While Seller controls its content, Seller hereby authorizes BizScout to make modifications to Your Materials primarily for formatting, presentation, or consistency purposes. BizScout also reserves the right, in its sole discretion, to remove or modify any Your Materials it deems to violate these Terms or for any other reason impacting platform integrity or presentation standards.
   3. Pricing. Seller is solely responsible for setting a price for its listed Business Listing. To help Seller determine an appropriate price, BizScout makes certain valuation calculators available. You acknowledge and agree that any valuation produced by the calculators offered through the Services are an estimate only and must not be construed as or relied upon as a professional valuation. The valuation is generated by a mathematical model in reliance on industry data, without in-depth analysis and without regard to market conditions or features which may affect value and saleability.
   4. Seller Representation and Warranties. In connection each Business Listing that Seller submits to the Marketplace, Seller represents and warrants to BizScout that (i) Seller owns the assets or is entitled to sell the assets listed; (ii) the business associated with any Business Listing submitted is an operating business in good standing under the laws of its jurisdiction; (iii) Seller is solely responsible for ensuring that its business operations associated with a submitted Business Listing materially comply with all applicable laws, rules, and regulations, including those related to advertising, marketing, data privacy and security, consumer protection, taxation, and employment (iv) there are no pending or, to Seller’s knowledge, threatened government investigations, regulatory inquiries, or material private lawsuits against Seller or against the business associated with the Business Listing, that could reasonably be expected to adversely affect your ability to comply with these Terms or consummate a transaction; (v) Seller has all necessary intellectual property rights, title and interest in such assets; (vi) such assets are transferable to a buyer; (vii) any and all agreements with third parties applicable to a consummated transaction are transferable to the buyer; and (viii) BizScout shall have no responsibility or liability for any tax obligations in connection with a Consummated Transaction.
      
      Seller further agrees to promptly inform BizScout in writing if, at any time while using the Services or during which Seller has a Business Listing listed on the Marketplace (including any applicable Exclusivity Period or Tail Period), circumstances arise or Seller becomes aware of any information that would make the representation in subsection (d)(iv) above inaccurate. Seller acknowledges that BizScout reserves the right, in its sole discretion, to take action, including but not limited to suspending or terminating Seller's access to the Services or removing a Business Listing, based on such new information.
   5. Exclusivity; Listing Duration. Seller agrees to exclusively list the Business Listing on the BizScout Marketplace for a period of twelve (12) months from the date the Business Listing is first published on the Marketplace (the “Exclusivity Period”). During the Exclusivity Period, Seller shall not list, market, or offer the Business Listing, including any assets listed therein, for sale through any other online platform, broker, or other channel without BizScout’s prior written consent. Notwithstanding the foregoing, beginning six (6) months after the initial listing date, Seller may submit a written request to BizScout to remove the Business Listing from the Marketplace. BizScout will evaluate such request in good faith and may, in its reasonable discretion, remove the listing, taking into account factors such as active buyer interest, ongoing negotiations, or other transaction-related activity involving the Business Listing; provided that, Seller shall remain subject to these Terms, including the payment of the Marketing Fee as set forth below.
   6. Promoted Listing Fee. From time to time, BizScout may offer Sellers the option to purchase additional marketing or promotional services (“Promotion Services”) designed to increase the visibility of their listings within the BizScout Marketplace or through other digital marketing channels. These Promotion Services are entirely optional and are not required for participation in the Marketplace. If a Seller elects to use any Promotion Services, such services may be offered on a subscription basis with recurring monthly fees (“Promoted Listing Fee”). Details regarding the scope, pricing, and features of available Promotion Services will be set forth on the Marketplace and governed in accordance with these Terms.
   7. Marketing Fee. At the time of closing, sale, assignment or other consummation of a Business Listing by Seller, the Seller (jointly and severally with its Affiliates, successors, and assigns) shall pay BizScout a marketing fee (the “Marketing Fee”) in the amount and in accordance with the terms set forth on BizScout's then-current Marketing Fee schedule, which is published at www.bizscout.com/seller-pricing and is incorporated herein by reference. BizScout reserves the right to change the Marketing Fee, as detailed on its Marketing Fee schedule, at any time. BizScout will provide adequate notice of such changes before they become effective. The then-current Marketing Fee, as per the schedule in effect following such adequate notice, shall be applicable to any Consummated Transaction that occurs from the effective date specified in such notice forward, regardless of when acquisition discussions regarding the Business Listing began. Seller shall be liable for the Marketing Fee regardless of whether the relevant business transaction is completed directly through the BizScout Marketplace, by Seller outside the Marketplace, or through any of Seller’s Affiliates or a special purpose entity formed or used by or for the benefit of Seller. The Marketing Fee is payable in US dollars and is non-refundable. For the purpose of this Section:
      1. “Acquisition Transaction” means (i) any sale, lease, transfer, exclusive license, assignment or other disposition, in one or a series of related transactions, by the selling party, or any subsidiary of such party, of all or substantially all of a selling party’s assets or intellectual property; or (ii) any of the foregoing that results in the sale, transfer or change in ownership or control of a division or business unit of a selling party.
      2. “Affiliate” means, with respect to a person or entity, any person or entity, which, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with such person or entity. “Control,” for purposes of this definition, means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies, and operations of a person or entity, whether through ownership of equity, by contract, or otherwise.
      3. “Consummated Transaction” means, with respect to a Business Listing, the earliest to occur of: (i) the mutual execution of transaction documents with respect to a Business Listing; or (ii) the closing of an Acquisition Transaction. The foregoing occurrences qualify as the Consummated Transaction whether occurring during the period the Business Listing is made available in the Marketplace or the Tail Period.
      4. “Tail Period” means, with respect to a Business Listing that was listed on the Marketplace, the twelve (12) month period following the earlier to occur of the (a) conclusion of the Exclusivity Period or (b) removal of the Business Listing from the Marketplace.
      5. “Transaction Value” means the total enterprise valuation of the transaction including without limitation the value of the assets, whether paid or payable in cash, stock or any other non-cash consideration, plus the value of any promissory notes, loans, investments, supply, license or royalty agreements, covenants not to compete, consulting agreements or employment agreements with owners (or their Affiliates) in excess of market, leases or rents payable to owners (or their Affiliates) in excess of market, and any other economic benefits, rights, property or interests, including payments and compensation contingent upon future events or conditions, such as performance related to business operations in connection with the acquired assets. For the sake of clarity, Transaction Value shall include the amount of any contingent payments applicable to Seller or its Affiliates, including any earn outs.
   8. Payment Terms.
      1. Payment. Seller shall pay, or cause to be paid, the Marketing Fee in full by wire transfer or other immediately available funds within five (5) calendar days of the date any closing documents or instruments were executed in connection with the Consummated Transaction. The parties agree that (a) the portion of any Marketing Fee associated with contingent payment provisions shall be deemed earned and payable at the time of closing; (b) to the extent Seller is to receive non-cash consideration, such as securities, pursuant to the terms of the Consummated Transaction, Seller shall pay in cash the value of the Marketing Fee attributable to such non-cash consideration; and (c) for purposes of the requirements set forth in this Section, BizScout shall be deemed a third-party beneficiary to any Consummated Transaction.
      2. Tail Period; Survival. If a Consummated Transaction is consummated, or the parties thereto enter into agreements in furtherance of the same, during the Tail Period, the Seller shall remain liable for the full amount of the Marketing Fee, including after the expiration of the Tail Period. Seller’s obligation to pay the Marketing Fee as and when due shall survive the expiration or termination of these Terms.
      3. Estimated Marketing Fee. In the event BizScout becomes aware of the closing, sale, assignment or other consummation related to a Business Listing listed by Seller from a source other than the Marketplace or the Seller, following five (5) days’ written notice to the Seller (or to the most recent email address for such Seller on file with BizScout), BizScout may use good faith estimates of the Transaction Value if actual data is not available in order to arrive at the Marketing Fee due to BizScout (the “Estimated Marketing Fee”) and invoice the Seller for the Estimated Marketing Fee, plus any other amounts due and payable to BizScout hereunder, which amounts shall be immediately due and payable to BizScout. The Marketing Fee shall be adjusted and reconciled when BizScout receives adequate, verifiable data related to the Consummated Transaction.
      4. Investigation Fee. In addition to all other rights and remedies available to BizScout under applicable law and these Terms, BizScout shall have the right to levy an investigation fee of five thousand dollars ($5,000) on any Seller which fails to disclose a Consummated Transaction in accordance with this Section (the “Investigation Fee”) in order to reimburse BizScout for its costs and expenses related to investigating unreported Consummated Transactions, which amount is immediately due and payable to BizScout following written notice to Seller, provided that no Investigation Fee shall be due if the Seller makes the required disclosure within seven (7) days following such written notice.
      5. Other Payment Provisions. Late payments will accrue interest at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount became due until the date that payment is received. Seller shall also be responsible for any reasonable attorneys’ fees, costs (including without limitation costs associated with arbitration), and expenses incurred by BizScout to collect any amounts that are not paid when due. All payment obligations hereunder are non-cancelable, and amounts paid to BizScout are non-refundable.
   9. Disclosure Requirements
      1. Funds Flow Memorandum. Seller agrees to (i) include the Marketing Fee on any agreed-upon funds flow memorandum utilized in connection with any Consummated Transactions (ii) include the Marketing Fee payable to BizScout in any closing payment wire of the purchase price in connection with any Consummated Transactions; and (iii) include the Marketing Fee payable to BizScout in connection with documentation regarding the disbursement of funds from the escrow agent, if an escrow agent is utilized in connection with any Consummated Transactions.
      2. Use of Transaction Documents. Seller agrees that BizScout may rely on any transaction documents, including but not limited to letters of intent, indications of interest, purchase agreements, or other closing-related documentation, including those stored or exchanged through the Services, for the purposes of calculating and collecting any applicable Marketing Fees.
      3. Regular Status Updates and Special Notice. Upon request, Seller shall provide regular status updates and keep BizScout reasonably informed of progress with respect to Business Listings. In addition to regular updates, each Seller shall notify BizScout, either through the Marketplace, or by email to support@bizscout.com, within five (5) days following the occurrence of any of the following events, time being of the essence:
         1. Seller has entered into a letter of intent, memorandum of understanding, term sheet or effective equivalent or has received an inquiry or indication of interest (whether written or oral) for a Business Listing that could reasonably be expected to result in a Consummated Transaction (each an “Indication of Interest”) which notice shall include (1) a description of the Business Listing and intended transfers; (2) the parties to such Indication of Interest; and (3) material terms of such Indication of Interest.
         2. Seller has entered into, or assisted any third party entering into, closing documents or instruments executed in connection with a Consummated Transaction, which notice shall include (1) the identity of the purchaser(s); (2) a description of the Transaction Value, payment terms, including the calculation and timing of any Contingent Payments.
      4. Authorization to Receive Confidential Information. Seller hereby designates and appoints BizScout as its authorized agent to receive and use the information described in this Section, notwithstanding the terms of any nondisclosure obligations between and among Seller, Buyers, and any of their Affiliates as the case may be, provided that BizScout may be permitted to use such information only in accordance with the limitations set forth in these Terms and BizScout’s Privacy Policy then in effect.
   10. Non-Circumvention. Seller shall not, directly or indirectly, enter into any transaction or effect or cause to be effected any action that would prevent BizScout from receiving the transactions contemplated by these Terms. Seller agrees to take no steps and make no efforts to circumvent these Terms and any of the benefits conferred to BizScout hereunder. Seller agrees that it shall transact all business with Buyers on the Marketplace and shall not “go off platform” or in any way circumvent the remittance of the Marketing Fee to BizScout. Any breach of this provision shall be deemed a material breach of these Terms.
   11. Survival. The obligations set forth in this Section shall survive the expiration or termination of these Terms.
6. Buyer Obligations, Representations and Warranties
   1. Non-Circumvention. Buyer shall not, directly or indirectly: (i) act in any manner intended to circumvent the Services or to facilitate the avoidance of the Marketing Fee payable by Seller to BizScout; or (ii) initiate contact or negotiations with a Seller regarding a Business Listing listed through the Services outside of the mechanisms provided by the Services, without BizScout's prior written consent.
   2. Compliance. Upon BizScout's reasonable request, Buyer agrees to promptly provide information relating to any Business Listing accessed or acquired through the Services to enable BizScout to verify Buyer's and Seller’s compliance with and enforce these Terms.
   3. Buyer Representations and Warranties. As a Buyer, and in addition to any other representations and warranties made by you in these Terms, you represent and warrant to BizScout that: (i) if you are an Organization, such Organization is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and possesses the full corporate or other organizational power and authority necessary to consummate any transaction for a Business Listing you pursue through the Services; (ii) there are no actions, suits, proceedings, or governmental investigations pending or, to your knowledge, threatened against you or your Organization that would reasonably be expected to materially and adversely affect your ability to perform your obligations under these Terms or your capacity to evaluate and consummate the acquisition of a Business Listing made available through the Services; (iii) you have, or will have at the time of making any offer or entering into any transaction for a Business Listing, access to sufficient funds or financing to fulfill your obligations with respect to such offer or transaction; and (iv) BizScout shall have no responsibility or liability for any tax obligations in connection with a Consummated Transaction.
   4. Survival. The obligations set forth in this Section shall survive the expiration or termination of these Terms.
7. Marketplace Disclaimers, Informational Tools, and Third Party Services
   1. Disclaimer of Warranties. PLEASE REVIEW VERY CAREFULLY THIS SECTION AND THE INTRODUCTORY SECTION “WHO WE ARE AND WHAT WE DO (AND WHAT WE DON’T DO,” AS THEY AFFECT YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES AGAINST US.
      
      Your use of the Services is at your sole risk. BizScout and its Affiliates, and each of their respective officers, directors, managers, members, employees, and contractors (“BizScout Parties”) make no representations or warranties concerning the Services, including without limitation regarding any content contained in or accessed through the Services, and shall not be responsible or liable for the accuracy, copyright compliance, or legality of material contained in or accessed through the Services or any claims, actions, suits, procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in the Services.
      
      BizScout does not own or control any of the buyers, sellers or any of the sellers’ businesses or assets listed on the Marketplace. The availability of any buyer, seller, or Advisor does not indicate an affiliation with or endorsement of any buyer, seller, or Advisor. Accordingly, BizScout does not provide any representations, warranties, or guarantees with respect to any buyer or seller or any business or assets of any seller, or any Advisor or any services or products offered by any Advisor. If you wish to obtain any representations, warranties, or guarantees with respect to any buyer, seller or sellers’ assets or businesses, or Advisor, please consult directly with such buyer, seller, or Advisor.
      
      All products, services and information, including business listings, provided through the Services are provided “AS IS” and without any warranty of any kind from the BizScout Parties. THE SERVICES AND INFORMATION ARE PROVIDED BY BIZSCOUT ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
      
      YOU AFFIRM THAT BIZSCOUT PARTIES SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF REPRESENTATION OR WARRANTY CLAIM THAT ARISE OUT OF ANY BUYER, SELLER, OR ADVISOR’S FAILURE TO HONOR ANY REPRESENTATION OR WARRANTY OBLIGATION TO YOU.
   2. Informational Tools. The Services may include access to certain informational tools and features, including ScoutSights (which provides operational insights), the Net Working Capital Calculator, the Deal Affordability Calculator, the Exit Value Calculator, the Valuation Multiple Analyzer, and the Buying Power Calculator (“Informational Tools”). You acknowledge and agree that any outputs, calculations, insights, or valuations provided by the Informational Tools are for informational purposes only. They do not constitute financial, valuation, investment, legal, tax, or other professional advice, and they are not, and cannot be, a substitute for advice or a formal valuation performed by qualified professionals. Many factors may affect the actual value or performance of a business, and BizScout makes no representations or warranties regarding the accuracy, completeness, or applicability of the information generated by the Informational Tools. You are encouraged in all instances to consult with appropriate qualified professionals for advice tailored to your specific circumstances.
   3. Third-Party Services.
      1. Third-Party Verifications. BizScout may utilize third-party services, such as Persona Identities Inc. (“Persona”), to assist in verifying the identities of users on the Marketplace (the “Verification Services”). You may be required to submit information directly to Persona and undergo its verification process as a condition of accessing or using certain features of the Services. Your interaction with Persona is governed by Persona’s own terms of service and privacy policy. By utilizing the Verification Services, you authorize Persona to collect necessary information and consent to Persona sharing verification results and related data with BizScout for compliance and platform integrity purposes, as further described in our Privacy Policy. BizScout is not a party to Your interaction with Persona and is not responsible for their data handling practices. Any reference to a Buyer or Seller being "verified," or any similar designation possibly displayed on the Marketplace, indicates only that the user has completed the relevant identity verification process. Such verification is not an endorsement, certification, or guarantee by BizScout about any Buyer, Seller, user, or business, including the accuracy of their identity, their background, or whether they are trustworthy, safe, or suitable. You acknowledge and agree that you are solely responsible for conducting your own due diligence on any party you interact with through the Services, regardless of their verification status.
      2. Third-Party Account Authentication. You may choose to register or log in using third-party services like Google or LinkedIn. By doing so, you authorize BizScout to access and use certain profile data from that service (as permitted by the third party and your settings) to create or populate your BizScout account, subject to our Privacy Policy. You remain responsible for the accuracy of your BizScout account information, and your use of the third-party authentication service is governed by its provider's terms and policies.
      3. Other Third-Party Integrations. BizScout may integrate or facilitate access to third-party services offering various functionalities, including payment processing, analytics, communications, or providing a secure environment for information exchange between users. Your use of any integrated third-party service is subject to that specific provider's own terms of service and privacy policies and is solely at your own risk. BizScout disclaims all responsibility and liability for the actions, performance, security, availability, or data handling practices of any third-party service. Utilizing these integrations may require you to grant permissions or authorize data access and sharing between BizScout and third parties as necessary for the service to function.
   4. Linked Websites. The Services may contain links to third-party websites. Linked websites are not under BizScout’s control, and we are not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services.
8. Compensation and Referral Fee Disclosure
   1. Referral Relationships with Advisors. BizScout may, at its discretion, refer you to third-party advisors, service providers, and professional firms (collectively, “Advisors”), which offer services related to business transactions, including but not limited to brokerage, financial, valuation, due diligence, escrow, documentation, and tax-related services. Advisors may be affiliated with BizScout. Any engagement between you and any Advisor is at your sole discretion.
   2. Compensation Structure and Compliance. BizScout and its Affiliates may receive referral fees, commissions, revenue-sharing payments, or other forms of compensation from certain Advisors in connection with such referrals. The structure and amount of these fees vary depending on the Advisor, the nature of the services provided, any agreements in place between BizScout and the Advisor, and are determined in accordance with applicable laws and regulations.
   3. Acknowledgement. By using the Marketplace, you acknowledge and agree that:
      1. BizScout has disclosed that it may receive compensation, in various forms, for referrals to Advisors;
      2. Any fees or payments made to Advisors for services rendered are separate from and in addition to any fees owed to BizScout, including Marketing Fees;
      3. You are under no obligation to engage any Advisor referred by BizScout and may seek services from any provider of your choosing;
      4. BizScout does not warrant, guarantee, or assume any liability for the quality, accuracy, or effectiveness of services provided by any third-party Advisor;
      5. BizScout is not responsible for disputes, liabilities, or losses arising from your engagement with any Advisor, including but not limited to errors, omissions, misrepresentations, or service failures by the Advisor; and
      6. BizScout does not provide legal, financial, or tax advice, and you should conduct your own due diligence before retaining any professional services.
9. Communications Consent, Monitoring, and Use of Information
   1. Authorization to Contact You. BizScout and its authorized service providers may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided to us, or that we obtain through other lawful means, for purposes including: (i) notifying you regarding your account or our Services; (ii) troubleshooting problems with your account or use of the Services; (iii) resolving a dispute; or (iv) as otherwise necessary to service your account or enforce these Terms or any other agreement we may have with You. Standard telephone minute and text charges may apply.
   2. Recording and Monitoring. BizScout may, without further notice or warning and in its discretion, monitor or record conversations you or anyone acting on your behalf has with BizScout or its agents for quality control and training purposes and to ensure compliance with these Terms. You agree that BizScout may monitor or record conversations using technologies operated by third parties.
   3. Message Content Analysis. You agree that, in order to maintain the integrity of the Marketplace and enforce these Terms, BizScout may implement automated systems to scan and analyze the contents of messages sent through any BizScout messaging platforms or communication channels facilitated by the Services, including messages between users. This scanning and analysis is performed to detect and prevent fraudulent activity, spam, malicious content, and violations of these Terms or applicable law, and to provide and improve the Services. This process may occasionally result in a manual review of messages and may cause messages to be delayed or withheld. You consent to this scanning and analysis and acknowledge that message contents may be stored by BizScout for these purposes, subject to our Privacy Policy.
   4. Use of Other Users' Information. If BizScout provides you with information about another user (e.g., Buyer contact details provided to a Seller, or Seller Disclosure Materials provided to a Buyer), you agree you will use the information solely for the purposes for which it is provided to you in connection with the Services (such as evaluating a Business Listing or facilitating a potential transaction). You may not disclose, sell, rent, or distribute another user's information to any third party for purposes unrelated to the Services. Furthermore, you agree not to use information obtained through the Services to send unsolicited commercial communications (spam) or engage in marketing activities outside of the tools and permissions provided within the Services, except as expressly permitted by these Terms or with the explicit consent of the other user.
   5. Privacy Policy. Our collection, use, disclosure, retention, and protection of your personal information, including contact information and communications data, is governed by the BizScout Privacy Policy, which is incorporated herein by reference.
10. Proprietary Rights and Improving the Services
    1. Ownership and Proprietary Rights. BizScout owns and operates the Services. The visual interfaces, graphics, design, compilation, information, listings, data, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by us (“BizScout Materials”) are protected by intellectual property and other laws. All BizScout Materials included in the Services are the property of BizScout or its third-party licensors. Except as expressly authorized by us, you may not make use of BizScout Materials. All our rights not expressly granted under these Terms are hereby retained.
    2. Feedback. We welcome your comments, ideas, proposals, and suggestions for improvements. If you provide feedback, we may use it without restriction or compensation to you.
    3. Improving the Services. Subject to the other provisions of these Terms, we shall have the right to collect, analyze, and use information and data relating to your use of the Services to operate, enhance, and improve the Services, for model training, to develop new products or services, and otherwise in connection with our business.
    4. Use of Advanced Technologies. BizScout uses and may develop advanced technologies, such as artificial intelligence and machine learning systems, to help provide, protect, and improve the Services. For example, these technologies may assist in: (i) enhancing user safety and the security of the Marketplace; (ii) understanding how our Services are used in order to improve accessibility, features, and user experience; and (iii) detecting and preventing abusive or fraudulent activity, violations of these Terms, and other actions that may harm our community or the integrity of our Services. Our use of such technologies and any related data processing is subject to our Privacy Policy.
    5. Trademarks. Our logo, all product names of our Services, are our trademarks and/or services marks, and third party logos and product names are trademarks and/or service marks owned by their respective parties. Nothing in these Terms shall be construed as granting any license or right to use any of our or third party trademarks and/or service marks without the applicable prior written consent of us or the owner of the third party trademark.
    6. Customer Identification. You hereby grant us the right to identify you as a customer of ours and to use your logos and/or trademarks for that purpose; provided that you may at any time revoke your consent by emailing us at support@bizscout.com.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE BIZSCOUT PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
    
    TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BIZSCOUT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO A CONSUMATED TRANSACTION, THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO BIZSCOUT FOR ACCESS TO AND USE OF THE SERVICES IN THE SIX MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM, AND (B) USD $1,000.
    
    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE
12. Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify all BizScout Parties from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. Your obligation to defend and indemnify us will not provide you with the ability or right to control our defense, and we reserve the right to control our defense, including, but not limited to, the choice to litigate or settle and the choice of counsel.
13. Termination; Survival.
    1. Termination. You may terminate your Seller account and access to the Services at any time by providing written notice to BizScout at support@bizscout.com. Termination will be effective upon BizScout’s acknowledgment of your request, provided that such termination will not relieve you of any obligations incurred prior to the effective date of termination. BizScout may suspend or terminate your access to the Marketplace and/or any Services at any time and for any reason (or for no reason), with or without notice, including without limitation for violation of these Terms, or applicable law.
    2. Effect of Termination; Survival. Termination of your Seller account or access to the Services does not relieve you of obligations arising prior to termination, including payment of Marketing Fees, Investigation Fees, or other amounts due in connection with a Business Listing. You remain liable for any Marketing Fee tied to a Consummated Transaction during the Exclusivity or Tail Period. BizScout retains all rights, remedies, or licenses granted to it hereunder shall survive such termination. All provisions that by their nature should survive termination, as well as any provisions that expressly provide for survival, including those regarding fees, disclosure requirements, confidentiality, non-circumvention, limitations of liability, indemnification, and dispute resolution, shall survive. Any outstanding amounts will remain payable and continue to accrue interest or applicable penalties as if these Terms remained in effect.
14. Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Texas, without regard to the conflicts of laws provisions thereof.
15. Arbitration Agreement. Please read the following ARBITRATION AGREEMENT (“Arbitration Agreement”) carefully because it requires you to arbitrate certain disputes and claims with BizScout and limits the manner in which you can seek relief from BizScout. Both you and BizScout acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, BizScout’s officers, directors, members, managers, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
    
    Arbitration Rules; Applicability of Arbitration Agreement: Any arbitration under these Terms must be initiated by a party within one (1) year after the claim or cause of action arose, otherwise such claim or cause of action is permanently barred. This limitation period includes any time spent in good-faith negotiations. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations during a period of at least thirty (30) days, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Austin, Texas. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The arbitration proceedings and the arbitrator's award shall be maintained as confidential by all parties, except as may be necessary to enter judgment upon the award or as otherwise required by law.
    
    Costs of Arbitration: The Rules will govern payment of all arbitration fees. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.
    
    Waiver of Jury Trial: YOU AND BIZSCOUT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and BizScout are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and BizScout over whether to vacate or enforce an arbitration award, YOU AND BIZSCOUT WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
    
    Waiver of Class or Consolidated Actions: ALL 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 however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor BizScout is entitled to arbitration; instead all claims and disputes will be resolved in a court in Austin, Texas.
    
    Severability: If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. All other provisions of these Terms will remain in full force and effect. This Arbitration Agreement will survive the termination of your relationship with BizScout.
    
    Exceptions: Notwithstanding this Arbitration Agreement, either you or BizScout may assert claims, if they qualify, in small claims court in Austin, Texas. Furthermore, in order to prevent or limit irreparable injury to BizScout, in the event of any breach or threatened breach by you of the provisions of these Terms or any infringement or threatened infringement by you of the intellectual property of BizScout or a third-party, BizScout shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Travis County, Texas restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in these Terms shall be construed as prohibiting BizScout from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you. You hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Travis County, Texas for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.
16. Notices
    1. BizScout’s Notice to You. BizScout may provide you with notices through the Services, or by electronic mail to your e-mail address on record with us. You are responsible for ensuring that your contact information is both current and accurate.
    2. Your Notice to Us. If you have a dispute with us, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must send timely written notice to us at support@bizscout.com.
17. Copyright Infringement Policy; Digital Millennium Copyright Act
    1. Reporting Claims of Copyright Infringement. BizScout will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or through the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our designated copyright agent below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
       • Your physical or electronic signature
       • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
       • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material within the Services.
       • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
       • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
       • A statement that the information in the written notice is accurate.
       • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
       If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
    2. Counter-Notification Process. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter Notice must include substantially the following:
       • Your physical or electronic signature
       • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
       • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
       • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
       • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
       The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
    3. Designated Agent. Our designated copyright agent to receive DMCA Notice and Counter Notice is:
       BizScout IP Department
       6705 W Highway 290
       Suite 607 PMB 1093
       Austin, TX 78735
       512.537.3785
       ip@bizscout.com
       
    4. Repeat Infringers. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
18. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
19. Waiver. No waiver by any party of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
20. Cumulative Remedies. All rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise.
21. Assignment. Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
22. Successors and Assigns. These Terms are binding on and inures to the benefit of the parties to these Terms and their respective permitted successors and permitted assigns.
23. Third-Party Beneficiaries. Except as expressly set forth herein, you and BizScout agree there are no third-party beneficiaries intended under these Terms.
24. Force Majeure. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
25. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from these Terms.
26. Entire Agreement. These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
27. Modifications to these Terms. BizScout may revise these Terms from time to time by posting a modified version of these Terms including their effective date. If we make material changes to these Terms, we will provide you with reasonable notice prior to the new Terms taking effect. By continuing to access or use the Services after the posting of any modified Terms, you agree to be bound by such modified Terms. Except for changes by us as described in this Section, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.