Seller Agreement

This Seller Agreement applies whenever you publish or maintain a listing on Acquirly. It adds to the Terms of Service and the Privacy Policy, which also apply to you. Capitalised terms have the meanings given in the Terms of Service. Where this Agreement and the Terms of Service conflict on a matter concerning sellers, this Agreement prevails. It is an agreement between you and Acquirly, Inc..

You accept this Agreement by ticking the acceptance box before you publish. Your acceptance is recorded with the date and the version of this Agreement. If we materially change it, we may ask you to accept the new version before you publish again or edit a live listing.

For each listing you publish, you represent and warrant that:

• you own the business or the assets being offered, or you are an officer or agent with written authority from the owner(s) to list and negotiate its sale, and you will produce that authority on request;
• if the business is a company or has several owners, every approval needed to offer it for sale (board, shareholder, partner or spouse) has been, or before signing a purchase agreement will be, obtained;
• no contract, court order, lien, security interest, option, right of first refusal or other restriction prevents the sale, except as you disclose in the listing or to a Buyer before an offer is accepted; and
• if you are a broker or intermediary, you say so clearly in the listing and hold any licence the law requires of you.

Understand what you are publishing before you publish it. When a listing is live:

• Visible to anyone browsing: the title, description, industry, business type, location, website, founding date, team size, reason for selling, asking price and price range, monthly and annual revenue and profit, logo and images, and your public profile (name, photo and any verification badge).
• Visible only to Buyers you approve: documents you mark “Requires NDA”, after the Buyer signs the NDA and you approve their request.
• Visible to Buyers engaging with you: documents you do not mark “Requires NDA”, once a Buyer has made an offer or requested an NDA, with or without your approval.
• Never shown to other users by us: your email address and phone number. If you share them in messages, that is your choice.

If a fact would harm the business if a competitor saw it, keep it out of the public listing and put it in an NDA-protected document. You are responsible for choosing which documents need an NDA.

For documents you upload, you confirm that:

• you have the right to share them with prospective Buyers;
• they do not contain passwords, API keys, private keys, full payment-card or bank account numbers, or other credentials; and
• you have removed or anonymised personal data about customers, employees or other individuals unless you have a lawful basis to share it for the sale. Where you disclose personal data, you do so as its controller and are responsible for complying with applicable data-protection laws.

On a sale, transferring customer data, accounts or employees must be done lawfully between you and the Buyer. Acquirly takes no part in that transfer.

The Platform provides a standard non-disclosure agreement for your convenience. It is a template, not legal advice, and it may not suit every business. When a Buyer signs it and you approve the request, the NDA is a contract between you and that Buyer. Acquirly is not a party to it and does not monitor, police or enforce it. If you believe a Buyer has breached it, your remedies are against the Buyer.

You decide which NDA requests to approve, and you may decline or later ask us to revoke access. Revoking access prevents further viewing on the Platform but cannot recall information the Buyer has already seen or downloaded. You may, if you prefer, require a Buyer to sign your own NDA before sharing information outside the Platform.

When you accept an offer, the Platform marks your listing “under contract” and puts other negotiations on hold. This is not a binding contract of sale. Neither you nor the Buyer is obliged to complete the transaction until you both sign a definitive written purchase agreement. Until then, either of you may withdraw, using the Platform's tools, and the listing returns to active.

We strongly recommend that you use your own lawyer to prepare or review the purchase agreement, and that the purchase price be paid through a licensed escrow service. Acquirly never holds deal funds.

In dealing with Buyers you will:

• act honestly and in good faith, and answer due-diligence questions truthfully;
• not create or arrange fake offers, fake competing interest or fake urgency to raise the price;
• not accept a deposit or any payment except through a licensed escrow service or under a signed purchase agreement; and
• use information you learn about a Buyer only to evaluate and negotiate the transaction with them.

You are solely responsible for complying with every law that applies to the sale, including:

• tax on the sale, including capital gains and transfer taxes;
• securities laws, if you are selling shares or other securities rather than assets;
• employment laws on transferring or terminating staff;
• obtaining third-party consents to assign contracts, leases, licences, domains and platform accounts (for example, app-store or marketplace seller accounts);
• data-protection laws on transferring customer or user data; and
• anti-money-laundering and sanctions laws.

You may not list a business that:

• is illegal where it operates, or depends on activity that is;
• depends mainly on infringing intellectual property, counterfeit goods or unlicensed content;
• operates in regulated sectors (such as gambling, financial services, cannabis or pharmaceuticals) without every licence it requires, unless the listing discloses how those licences will be dealt with on transfer;
• is a pyramid scheme, multi-level marketing scheme, or “get rich quick” programme;
• is owned by, or would benefit, a sanctioned person; or
• is not a real, operating business or asset that you are offering for sale.

We may, at any time and at our discretion: review a listing before or after it goes live; ask you for evidence of ownership, authority or any figure; ask you to complete identity verification; correct obvious formatting problems; and refuse, pause or remove a listing, or suspend your account, if you do not respond to a reasonable request within 7 days or if we reasonably believe the listing breaches this Agreement. We do not have to exercise any of these rights, and not doing so does not mean we have approved a listing.

We may mark a listing “Verified” after reviewing evidence you provide, as described in the Terms of Service. We may remove the mark at any time. It is not a guarantee, and you remain fully responsible for the accuracy of your listing.

We may feature public listing information (never NDA-protected documents) on the Platform, in emails and on social media to promote your listing and the Platform.

Listing on Acquirly is currently free, and there is no success fee. If we introduce fees, we will give you at least 30 days' notice, and no new fee will apply to a sale arising from an offer you accepted before the fee took effect.

We do not guarantee that your listing will be viewed, receive offers, sell, or sell at any price, or that any Buyer is who they claim to be, has the funds they claim, or will complete a transaction. You are responsible for your own checks on Buyers.

You will defend, indemnify and hold harmless Acquirly and its officers, directors, employees and agents from any claim, loss, liability and expense (including reasonable legal fees) arising out of your listing, any information or document you provide, any breach of your representations in this Agreement, any NDA or transaction between you and a Buyer, or your failure to comply with any law in connection with a sale.

This is in addition to your indemnity under the Terms of Service. The limitations of liability, disclaimers and dispute-resolution terms in the Terms of Service apply to this Agreement.

You may unpublish or delete a listing at any time, except while it is under contract; to end that, withdraw from the accepted offer or cancel the transaction first. Your representations in Sections 2 to 5, and Sections 6, 9 and 14, survive removal of the listing and the end of your account for any information you shared while it was live.

Acquirly, Inc. · Legal notices: legal@acquirly.co · Support: support@acquirly.co