TERMS AND CONDITIONS
The submission of information to, and use of, the business listing service ("Service") available through the BizBuySell web site (located at http://www.bizbuysell.com) is subject to the following terms and conditions. BY SUBMITTING INFORMATION to, or accessing information from, the Service, YOU, the end user customer ("Customer") AGREE TO THE FOLLOWING TERMS AND CONDITIONS and represent and warrant that you have the right, power and authority to agree to and be bound by such terms. These Terms and Conditions are a legal agreement between you and BizBuySell, an operating division of LoopNet, Inc. ("BizBuySell" or the "Company").
If you do not agree to these Terms and Conditions, do not submit information to, or access information from, the Service. All questions concerning this Agreement should be directed to: General Manager, BizBuySell, 185 Berry Street, Suite 4000, San Francisco, CA 94107. Company may update these terms and conditions at any time and without notice. The latest version of the terms and conditions is available on the BizBuySell website at http://www.bizbuysell.com/bizlegal.htm.
Company utilizes email as a vital and primary communication channel with customers. As a registered user, Customer hereby acknowledges and grants Company permission to communicate with customer via email (as well as other communication channels such as phone and fax) for any purpose Company determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Company will use best efforts to honor Customer's request to opt out of marketing messages, but under no circumstances will Company have any liability for sending any email to its registered users/customers. Company assures customer that under no circumstances will it knowingly share personal and/or email information with any third party.
Customer privileges are granted by Company to individuals exclusively and are granted specifically to the registered member only. Individual user rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone without the express written permission of Company. Company requires that each registered user maintain a valid email address or Member ID and a password, which shall be utilized for logging on to the BizBuySell system. Customers are not permitted to share their individual logon information with others. Company has the right to refuse service to any member that refuses to abide by the terms and conditions herein or abuses their rights related to the BizBuySell service.
Submission and Administration of Listings
Customer agrees not to submit any business descriptions, photographs, financial, contact or other information contained in each business's data to BizBuySell unless Customer has received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs, to publish and advertise the business on the Customer's website or on the BizBuySell website. Customer agrees not to submit any image to BizBuySell which contains inappropriate content. The Company may, in its sole discretion but without any obligation to search for such, remove a business listing ("Business" or "Listing") that is alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Customers who are alleged to have submitted businesses or other information in violation of this Agreement. Each listing purchased by Customer on BizBuySell is permitted for one business for sale opportunity/entity, and may not be changed or edited in an attempt to sell a different business entity. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Customer who repeatedly or knowingly violates this Agreement. Additionally, the Customer agrees to allow the Listing, or any part of it, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Customer's website or the BizBuySell website. The Company shall have the sole authority to choose the manner in which any Business will be searched, displayed, accessed, downloaded, copied, and otherwise used on the BizBuySell website and Company shall have the right to modify the business listing in the exercise of its rights under this Agreement. Customer (a) represents and warrants that all Businesses and associated information provided by Customer will be accurate; (b) agrees that Customer will not permit the posting of a business on the BizBuySell system under a name other than the named licensed business agents that have been engaged by the business owner to market the business under the terms of a duly executed listing agreement with the owner; (c) agrees to administer the Listings provided by Customer and maintain their accuracy at all times. Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the Listings posted on the BizBuySell website. Company accepts no responsibility for checking the accuracy of reports or data files submitted by Customer. While Company shall take all reasonable efforts for data backup and business resumption, Customer will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to BizBuySell.
Use of Information
All information obtained from the Service, including business listings, business broker directory, valuation reports, and any other information otherwise made available to Customer in the Service (individually and collectively, the "Content") is proprietary to Company and its licensors, and is protected by copyright and other U.S. and international intellectual property rights, laws and treaties. Customer agrees that Content reserved for members will be treated as proprietary, maintained as confidential and shall be protected as a trade secret of Company. Company does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer's own risk. Customer may access the Content solely to obtain initial information from which further evaluation and investigation may commence. Customer shall limit access to and use of Content to personal and internal use, and shall not use Content obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not use or reproduce Content obtained from the Service for or in connection with any other listing service or device. Customer shall not modify, merge, decompile, disassemble, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Service. Customer shall not access or use any portion of the Service if you are a direct or indirect competitor of Company, nor shall you provide, disclose or transmit any portion of the Service to any direct or indirect competitor of Company (by way of example, a "direct or indirect competitor" of Company includes, but is not limited to, Internet listing services or other business information services and employees, independent contractors and agents of such services). Customers violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their membership and will be assessed an excessive use fee of $500.
Customer agrees to pay for all products ordered through the BizBuySell web site, or via BizBuySell client services personnel ("Client Services") using the payment method indicated and provides Company express authorization to charge said fees to their payment provider. Fees owed depend on the specific type and quantity of BizBuySell products, services, information, or deliverables (collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Company may immediately cease to provide any and all Deliverables to the customer. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the month. Fees paid for business listings and other products are not refundable. No partial month (or partial term if longer than a month) refunds will be provided. Customer may cancel their BizBuySell product membership by contacting us only by email (http://www.bizbuysell.com/feedback.htm) or by fax (415-764-1622). All cancellation requests will be processed within two (2) business days, and a cancellation confirmation will be emailed to the email address on record for the account. The membership will be deactivated at the end of the current billing term. Company reserves the right to change its fees or billing methods at any time. Company will provide timely notice to the affected Customers of any such changes. It is Customer's responsibility to promptly provide Company with any contact or billing information changes or updates (including email address, credit card numbers, etc.).
Unsolicited Commercial Email (Spam)
Company prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). Customers may not use the email services that Company offers to send spam (i.e. unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions. Company has the right to revoke the privileges of any customer or company that breaches these terms.
Ownership and License Grant
Company retains all rights (including Intellectual Property Rights, as defined below), title and interest in the BizBuySell Web site and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others via manual or automated means (including the use of any robot, spider or other automated process): reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Company's technology or delete or alter author attributes or copyright notices. Customer shall use the BizBuySell system solely for their own use and shall not allow others to use the BizBuySell system under or through that Customer's login ID/email and password. Further, customer shall not use Company products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Limitation of Liability and Indemnification
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Customer's exclusive remedy, and Company's entire liability under this Agreement shall be a refund to Customer of the fees paid to Company hereunder, and in no event will Company's liability for any reason exceed such fee. Company (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer's use of the Deliverables, and Customer shall indemnify Company (and Company's officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Customer arising from Customer's use or application of the Services or the Deliverables.
THE LISTINGS AND SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS OR SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED STATES OF AMERICA, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.
Links to Third Party Sites
Other Rights of Company
With respect to Listings and other information submitted to Company, Customer agrees to grant Company and its affiliates and their licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to such content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, including the right to use Listings and other information submitted to it for publication of all or part of such Listing on the Internet for unrestricted use by BizBuySell customers and partners. Company shall have sole authority to choose the manner in which any Listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Listing or refuse Services to anyone at any time in its sole discretion. Company shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Listings. Company reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on Company's corporate web site at http://www.bizbuysell.com/bizlegal.htm.
This Agreement, the Service and the Deliverables provided by Company shall be governed by the laws of the State of California, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Los Angeles County, California. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Company, which retains the right to withhold consent in its sole discretion. The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement. All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to General Manager at Company.
BROKERWORKS MEMBERSHIP PROVISIONS
The following additional provisions of BizBuySell's Terms and Conditions are specifically and only applicable to BrokerWorks Membership:
BrokerWorks Membership privileges are granted by Company to individuals exclusively and are granted specifically to the subscribing BrokerWorks Member only. When choosing an "area served" which displays on the BizBuySell BrokerWorks Directory, customer is indicating that customer is authorized to act as an intermediary for business transactions in that state and county. BrokerWorks members may not use a BrokerWorks account to list businesses for sale when the BrokerWorks member is an employee or owner of said business or when the BrokerWorks member holds a financial stake in the business being offered for sale. Standard BrokerWorks membership accounts are limited to an individual business broker or agent, and to no more than twenty-five (25) total business listings at any given time. BrokerWorks Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the subscribing BrokerWorks Member without the express written permission of Company. BrokerWorks Membership privileges are subject to change from time to time and may be subject to additional business listing and searching limitations. Customer acknowledges that Company (in addition to its other remedies) can cancel and prohibit BrokerWorks Membership privileges to any individual, organization, or group that does not abide by the terms and conditions set forth herein and/or can refuse any or all membership privileges. Company also has the right to refuse service to any customer or company that has delinquent charges that remain unpaid and to impose additional charges to reactivate BrokerWorks or other membership privileges.
BrokerWorks Member subscriptions will automatically renew at the prevailing monthly subscription cost and the credit card number provided for initial payment will be charged accordingly unless the customer notifies BizBuySell Client Services (in writing) 30 days prior to the renewal date. A Customer who is joining BrokerWorks for the first time may receive a full refund during the first 30 days of a membership provided that Customer provides timely notification to Client Services in writing. The Company reserves the right to change its fees, payment frequency, or billing methods at any time. The Company will provide timely notice of any such changes.
Customer acknowledges that business listings will only be added to the BizBuySell web site if all contacts added to that listing are also subscribing individual members including Agents as described below. Standard BrokerWorks membership accounts are limited to no more than twenty-five (25) total business listings at any given time. Additional business listing limitations may be negotiated individually between BizBuySell and Customer. All listings must be added in accordance with the Submission and Administration of Listings terms, as above. Listings may be for existing businesses, business real estate for sale, business real estate for lease, or asset sales. The posting of start-up or new franchise opportunities is not is not permitted via a BrokerWorks membership. If you have an interest in posting start-up or new franchise opportunities on BizBuySell, please contact BizBuySell at firstname.lastname@example.org. Company reserves the right, in its sole discretion, to remove any listing from the Service. Company reserves the right to remove listings that are deemed excessive in number or in violation of the Submission and Administration of Listings terms.
BROKERWORKS AGENT PLAN PROVISIONS
The following additional provisions of BizBuySell's Terms and Conditions are specifically and only applicable to BrokerWorks Agent Plans:
BrokerWorks Agent Plans
BrokerWorks Agent Plans are designed for business brokers ("Broker") to allow their sales agents to gain additional exposure on BizBuySell.com. By inviting an individual ("Agent") to create an agent profile on your BrokerWorks account you certify that the person you are inviting is a sales agent working under your license and marketing businesses for sale for which you hold the listing agreement. You agree that no agent profile will be added for a fictitious person. The Company may, in its sole discretion but without any obligation to search for such, remove Agent profiles that Company reasonably believes have been created in violation of this provision.
BrokerWorks customers in good-standing ("Broker") may invite up to 10 of their sales agents to create an agent profile within their main BrokerWorks account. Broker may contact BizBuySell if additional agents are needed. Brokers may assign Listings within the BrokerWorks account to Agents; however, Broker maintains ownership of said listings. It is Broker's responsibility to maintain (add, edit, delete, assign or reassign) all of the listings in the BrokerWorks account. Agents may not add, delete, edit or assign Listings.
Agent must agree to the Terms and Conditions herein upon accepting any invitation from a Broker. Agents may create an online profile for display in the BizBuySell Broker Directory. Agents may opt to individually pay for additional marketing services on BizBuySell.com including BrokerWorks Premium for Agents, BrokerWorks Elite for Agents, Showcase Choice, Showcase Listing Plus, and BuyerBlasts that they may use to enhance the visibility of their profile and of listings assigned by Broker to Agent (please note that these marketing products may change at any time). Agent agrees to pay for products in accordance with Payment Terms above. All subscription products will renew each month at the prevailing rate unless Agent contacts BizBuySell (in writing) to cancel subscription products prior to renewal.
Agents must at all times be an invitee under an active BrokerWorks account. Agents are advised that they may be removed from the BrokerWorks account by the Broker at any time. If Agent has paid fees to BizBuySell for additional marketing services described above and Agent is thereafter removed from the applicable BrokerWorks account through no fault of Agent (i.e. Broker removes Agent plan from Broker account, or Broker account is terminated for any reason), then, upon request, BizBuySell will refund Agent a prorated amount of charges paid. Proration will be based on the number of days remaining for the purchased service.
FRANCHISE DIRECTORY PROVISIONS
The following additional provisions of BizBuySell's Terms and Conditions are specifically and only applicable to Franchise Directory:
BizBuySell's Franchise Directory provides Leads (as defined herein) to Customer on a cost per lead or fixed fee basis. Franchise Directory customers are billed a one-time set-up fee, and for leads delivered on a monthly basis. The one-time set-up fee includes the creation of an online brochure (from content provided by Customer) and one round of revisions prior to the brochure being posted on the site. Any subsequent revisions, prior to launch, will incur additional fees. The Customer's credit card is charged for leads received after Customer has had a chance to review lead information, generally by the 5th business day of the following month.
A "Lead" is defined as: a user who submits information to be contacted by the sponsor franchise, and such user includes its (i) first and/or last name, (ii) mailing address or desired location, (iii) phone number and/or email address, and (iv) user available capital. All Lead submissions to Franchise Directory sponsors are executed by the party submitting the Lead. It is the policy of BizBuySell to not resell Leads to other third parties.
Customers will not be billed for Leads that are: (a) located outside of the 50 United States, or (b) are duplicates of Leads received during the same month for the same franchise concept, or (c) include demonstrably invalid information for both phone number and email address. BizBuySell will utilize its best efforts to review the validity of Leads.
Cancellations may be made at any time, but are effective at the end of the month when notice of cancellation is received. Cancellations must be received by either email or in writing.
Last Updated: January 31, 2013