Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Acquirly, Inc., a Delaware corporation (“Acquirly,” “we,” “us”), and govern your use of the Acquirly website, applications and services (the “Platform”).

You accept these Terms by ticking the acceptance box when you create an account or publish a listing, or by using the Platform. If you do not agree, do not use the Platform. If you use the Platform on behalf of a company or other organisation, you confirm that you are authorised to bind it, and “you” includes that organisation.

The following form part of these Terms: our Privacy Policy, our Cookie Policy and, if you publish a listing, the Seller Agreement. Where the Seller Agreement deals with a seller-specific matter, it prevails over these Terms.

Section 18 contains a binding arbitration agreement and class action waiver. Please read it.

Acquirly is an online venue where owners of businesses (“Sellers”) can list them for sale and prospective acquirers (“Buyers”) can discover them, exchange messages and non-disclosure agreements, and make offers.

Acquirly is not:

• a business broker, M&A adviser, finder or agent for any Buyer or Seller;
• a broker-dealer, investment adviser, funding portal or exchange, and nothing on the Platform is an offer to sell, or a solicitation of an offer to buy, any security;
• an escrow agent, payment processor or money transmitter; we never receive or hold funds for a deal;
• a law firm, accounting firm, valuer or tax adviser; nothing on the Platform is legal, financial, tax or investment advice; or
• a party to any agreement, NDA, offer or transaction between users.

Sellers write their own listings. We do not audit, verify or endorse any listing, financial figure, document, user or claim, and we make no promise that any listing is accurate, that any business is worth its asking price, or that any deal will close. Any valuation figures, multiples or metrics the Platform displays are arithmetic on figures users supply, not appraisals.

Some listings carry a “Verified” mark. It means only that our team reviewed limited evidence the Seller provided at that time, such as evidence of control of the business or of its reported revenue, and saw nothing inconsistent with the listing. It is not an audit, a guarantee that the listing is accurate, or a recommendation, and it does not replace your own due diligence.

If a deal involves the sale of shares or other securities, the parties are solely responsible for complying with applicable securities laws.

We confirm your email address with a one-time code. You may also choose to verify your identity through our identity-verification provider, Didit, which checks a government-issued ID and a live selfie under its own verification privacy notice. If the check passes, your profile shows a verification badge.

The badge means only that the person holding the account passed that identity check at the time. It does not mean we have verified that person's ownership of any business, their authority to sell it, their financial standing, or anything in a listing. We may require identity verification before you use particular features.

A Seller may mark documents as requiring a non-disclosure agreement. To see them, a Buyer signs the Platform's NDA, and the Seller then approves or declines the request. The NDA is a contract between that Buyer and that Seller only. Acquirly is not a party to it, does not monitor compliance with it and does not enforce it; each party enforces its own rights.

Information outside an NDA, including listing descriptions and headline financial figures, is visible to other users and may be public. Whether or not an NDA applies, you may use information you receive about another user's business only to evaluate and negotiate a potential transaction with that user, and not to compete with, solicit the customers or staff of, or otherwise harm that business.

Offers, counter-offers and acceptances made through the Platform are expressions of interest to help the parties negotiate. They are not binding contracts to buy or sell a business, even when an offer is marked “accepted” and a listing is shown as “under contract”. A transaction becomes binding only when the Buyer and Seller sign a definitive written purchase agreement outside the Platform's offer tools.

You must nevertheless make offers in good faith: do not make offers you have no intention or means of pursuing, make offers on your own listings, or use offers to obtain confidential information. Buyers are responsible for their own due diligence and should engage qualified legal, financial and tax advisers before signing anything.

Acquirly does not process, receive or hold payments for transactions between users. We strongly recommend that the purchase price be paid through a licensed, independent escrow service chosen by the parties. The parties are responsible for any escrow, legal or professional fees they incur.

Acquirly will never ask you to send deal funds to us or to any account. Wire-transfer fraud is common in business sales: before sending money, confirm payment instructions directly with the escrow provider using contact details you have independently verified. Acquirly is not responsible for funds sent to any person or account.

Each party is responsible for its own taxes arising from any transaction.

The Platform is currently free to use. We may introduce fees in the future. If we do, we will give you at least 30 days' notice by email and on the Platform, and no new fee will apply to a transaction for which an offer was accepted before the fee took effect. Fees will only apply to you if you continue to use the relevant feature after they take effect.

You agree not to:

• post false, misleading, inflated or incomplete information, including financial figures, or list a business you are not authorised to sell;
• impersonate anyone, misrepresent your affiliation, or open accounts for anyone other than yourself;
• use the Platform for fraud, money laundering, terrorist financing, sanctions evasion or any other unlawful purpose;
• list or seek to acquire a business whose operation is illegal where it operates;
• harass, threaten, defame or discriminate against any person;
• send spam or unsolicited promotions, or use contact details or information obtained through the Platform for any purpose other than evaluating a transaction with that user;
• scrape, crawl, copy or harvest data from the Platform by automated means, or build a competing database from it;
• probe, test or bypass our security, access another user’s account, or upload malware;
• interfere with or place an unreasonable load on the Platform; or
• infringe the intellectual property or privacy rights of others.

The Platform, including its software, design, text and the Acquirly name and logo, belongs to Acquirly or its licensors and is protected by intellectual property laws. We give you a limited, revocable, non-transferable licence to use the Platform for its intended purpose under these Terms. If you send us feedback or suggestions, we may use them without any obligation to you.

The Platform relies on, and links to, services run by others, such as identity verification and email delivery, and users may choose to use escrow providers or advisers. Those services are governed by their own terms and privacy policies. We are not responsible for them, and your dealings with them are between you and them.

You may stop using the Platform at any time and delete your account from your account settings. Deleting your account permanently removes your profile, listings, documents and conversations.

We may suspend or terminate your account, or remove any listing, at any time if we reasonably believe that you have breached these Terms or the Seller Agreement, that your use creates risk or possible legal exposure for us or other users, or that we are required to by law. Where it is safe and lawful to do so, we will tell you why. We may also discontinue the Platform, with at least 30 days' notice where practicable.

Sections that by their nature should survive termination do so, including Sections 5.2 (to the extent stated), 6, 8, and 14 to 21.

The Platform and all content on it are provided “as is” and “as available”. To the fullest extent permitted by law, Acquirly disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy. We do not warrant that the Platform will be uninterrupted, secure or error-free, or that any listing, user, figure or document is accurate, genuine or lawful.

Some jurisdictions do not allow certain warranties to be excluded, so some of the above may not apply to you.

To the fullest extent permitted by law: (a) Acquirly will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, however caused; (b) Acquirly will not be liable for any loss arising from any listing, communication, NDA, offer or transaction between users, or from any user's acts or omissions; and (c) Acquirly's total liability for all claims relating to the Platform or these Terms will not exceed the greater of one hundred US dollars (US$100) and the fees you paid to Acquirly in the twelve months before the event giving rise to the claim.

These limits apply to every theory of liability, even if we were told the damage was possible, and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, such as liability for fraud, gross negligence or wilful misconduct.

You will defend, indemnify and hold harmless Acquirly and its officers, directors, employees and agents from any claim, demand, loss, liability, penalty and expense (including reasonable legal fees) brought by a third party and arising out of: Your Content; your breach of these Terms, the Seller Agreement or any law; your infringement of anyone's rights; or any NDA, negotiation or transaction between you and another user. We may take control of the defence of any such claim at our own cost, and you will cooperate with us.

Disputes between users are between those users. To the fullest extent permitted by law, you release Acquirly and its officers, directors, employees and agents from all claims, known and unknown, arising out of or connected with any dispute between you and another user. If you are a California resident, you waive California Civil Code section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

These Terms are governed by the laws of the State of Delaware and applicable US federal law, without regard to conflict-of-law rules. Subject to Section 18, the state and federal courts located in Delaware have exclusive jurisdiction, and you and Acquirly consent to their personal jurisdiction. If you are a consumer living outside the United States, this does not deprive you of any mandatory protection of the law of your country of residence.

We may update these Terms. For material changes, we will give you at least 30 days' notice by email or on the Platform before they take effect, and we may ask you to accept the new version before you continue to publish listings or make offers. Changes will not apply retroactively, and changes to Section 18 will not apply to any dispute of which we had notice before the change. If you do not agree to a change, stop using the Platform and delete your account. The version number and effective date at the top of this page identify the version in force.

• Entire agreement. These Terms and the documents they incorporate are the entire agreement between you and Acquirly about the Platform, and replace any earlier agreement on that subject. Agreements between users, including NDAs and purchase agreements, are separate and do not involve Acquirly.
• Electronic communications. You consent to receive agreements, notices and other communications electronically, including by email to your account address, and agree that they satisfy any legal requirement to be in writing. Your electronic acceptance and signatures have the same effect as handwritten ones.
• Assignment. You may not transfer these Terms or your account without our written consent. We may transfer these Terms in connection with a merger, acquisition, reorganisation or sale of assets.
• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent possible and the rest will remain in effect.
• No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
• Force majeure. We are not liable for failures caused by events beyond our reasonable control.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between you and Acquirly.
• No third-party beneficiaries. These Terms do not give rights to anyone other than you and Acquirly, except the people protected by Sections 16 and 17.
• Language. These Terms are written in English, which prevails over any translation.

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