Firm Exchange provides the Site as an online portal which facilitates the buying and selling of businesses (the "Services"). The Services include a tool for sharing business information with potential buyers, an Exchange Space to invite members of the buyer's and seller's deal teams, a Diligence Center where questions and answers as well as documents can be exchanged between parties, and financial analysis tools for uploading historical financial data into easy to read, exportable formats for use by purchasers.
Firm Exchange is not a broker or a dealer. As such, Firm Exchange shall not be responsible for complying with any State or Federal Securities laws, rules or regulations regarding the actions and performance of a broker or dealer. Each user who posts information on the Site assumes all responsibility for said information and represents that they have the authority to post the information provided.
Information provided by The Firm Exchange LLC is presented to Users to help facilitate their business transactions. Information provided may not be suitable for all transactions and should not be construed as legal advice. The Services envision that once users of the Site share a desire to move forward with a purchase/sale, the parties will utilize the Services to assist in facilitating the transaction but conduct all legal and physical transfers related to the transaction on their own and outside of the Site. To the extent applicable, the parties will be responsible for hiring their own counsel and entering into any necessary agreements which will apply to all activities between the parties outside of the Site, this includes any additional Non-Disclosure Agreements for information exchanged between users of the Site in any manner outside of the Site.
Users who are brokers and who use the Site as the agent or representative of another party represent and warrant that they have the necessary licenses, certifications, and any and all authorizations and rights to act on behalf of another party through the broker’s use of the Site. Firm Exchange does not verify the credentials of brokers using the Site and shall have no liability for the actions of brokers using the Site.
The Site may offer one or more ways to obtain the Services. For example, a subscription user may pay a certain fee per given subscription term and obtain the ability to add the number of businesses associated with the subscription fee. Subscribers will pre-pay for a given subscription term. Firm Exchange reserves the right to change and modify the subscription fee and usage allowance for any subscribers, at any time, at its sole discretion.
You may be required to pay an access or user fee to access certain information on the Site. All payments are processed by a third-party payment processor. The terms which govern your use of the third-party payment processor can be found at: https://stripe.com/us/privacy.
A subscription user can terminate its subscription at any time by contacting Firm Exchange at email@example.com.
Firm Exchange offers monthly uptime guarantees to certain subscribers. In the event you are a covered subscriber and we fail to satisfy the conditions of your respective Uptime Guarantee, you will be entitled to receive Account Credits pursuant to the terms below. Users should contact firstname.lastname@example.org if they believe they are entitled to Account Credits. Users may view their Account Credit balance on the Payments tab of their User Profile.
Uptime. Uptime is expressed as a percentage and is calculated as the total possible minutes Firm Exchange was available during a given month divided by the total minutes in that month. Excluded from this calculation are things like scheduled maintenance, general slowness, or issues with external networks or issues with third-party features.
Account Credits. Account Credits, if applicable, will be calculated by taking the difference between the user’s Uptime Guarantee and the actual Uptime and multiplying that by 10x the value of the user’s monthly subscription.
Account Credits do not represent refunds and will automatically be deducted from future invoices and are non-transferrable. In order to receive and use Account Credits, your account must be in good standing with all prior invoices paid in full. Any outstanding Account Credits will expire upon termination of your subscription or account. Account Credits are the only compensation or remedy offered by Firm Exchange for any failure to meet its obligations of the Uptime Guarantee.
Updates. Firm Exchange reserves the right to change the terms of the Uptime Guarantee as our business evolves. Users can review the most current version of our terms by visiting this page.
Firm Exchange provides the Site to provide the Services. The Services includes access and review of information and content provided by users of the Site. The Site and the Services benefit from users submitting and maintaining accurate and up-to-date information. The proper and efficient functioning of the Site relies on this user content. Firm Exchange assumes no responsibility regarding the accuracy of the information that is provided by the users of the Site and use of such information is at your own risk. If Firm Exchange discovers or believes your information, profile or any content you provide is misleading, inappropriate or in error, Firm Exchange reserves the right to remove, without notice, such content.
Firm Exchange has no obligation to monitor the Site and under no circumstances shall Firm Exchange be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content on the Site originating with or otherwise provided by other users. If you find user content, other than your own, that you believe to be in violation of these Terms and Conditions, you may contact Firm Exchange and Firm Exchange will, at its discretion, evaluate and potentially take corrective action with regard to the data.
A feature of the Site is for owners selling a business the ability to upload and consolidate proprietary information regarding the company and its sales, revenue, costs and other financial or proprietary information that is typically necessary for a purchaser to make a decision and obtain financing ("Proprietary Information").
The Site has commercially reasonable security measures in place to protect against the loss, misuse and alteration of the information under our control. Firm Exchange makes available to its users a two-factor authentication system and utilizes third-party hosting service providers which incorporate data security procedures and standards in an attempt to provide a secure environment for the storage and access of your content. However, Firm Exchange neither guarantees nor warrants the performance or adequacy of such measures. You recognize and acknowledge that no network is completely secure and you waive any and all claims against Firm Exchange for data breaches that may occur while you use the Site.
You, as the party receiving Proprietary Information (defined above) of another user of the Site (a "Receiving Party") shall hold and maintain the Proprietary Information that another user of the Site has posted (a "Disclosing Party") in strictest confidence. A Receiving Party shall carefully restrict access to any such Proprietary Information to persons bound by non-disclosure obligations at least as strict as those herein. A Receiving Party shall not, without prior written approval of a Disclosing Party, use for Receiving Party’s own benefit, publish, copy or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of a Disclosing Party, any of the Proprietary Information. Receiving Party may disclose the Proprietary Information of Disclosing Party to its own employees having a "need to know" in order to carry out their functions in connection with the purchase or sale of a business listed on the Site; provided, however, that such employees are advised of the confidentiality and non-use obligations hereunder and are advised of their obligation to maintain the confidentiality and non-use of the Proprietary Information to the same extent as Receiving Party is bound to protect such Proprietary Information pursuant to these terms. The obligations hereunder restricting disclosure and use shall be satisfied by Receiving Party through the exercise of the same degree of care used to restrict disclosure and use of its own Proprietary Information and, in any event, not less than reasonable care.
You represent and warrant that no materials of any kind submitted to the Site will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You acknowledge and understand that, as part of the Services, the Site is designed to connect parties and, by its nature, may result in interaction between you and other users of the Site, both within the Site and off-line. Accordingly, you agree to conduct yourself respectfully, professionally, ethically, and otherwise reasonably at all times as you interact with other users you are connected with through the Site.
Firm Exchange’s Limited License to You. The Site and all materials available on it or through the use of the Services are the property of Firm Exchange or its licensors and are protected by copyright, trademark and other intellectual property laws. Firm Exchange provides the Site solely for the Services. You may not use the contents of the Site in any manner or for any purpose that is inconsistent with this purpose or that would otherwise constitute infringement of Firm Exchange’s or its licensors’ intellectual property rights. You may download and/or print copies of individual pages of the Site or documents made available to you through the use of the Services for your internal business purposes only and subject to the non-disclosure terms above. Each user shall assume any and all liability related to the unauthorized use or misuse of any copies made by such user. You may not reproduce or distribute any materials obtained from the Site or the Services except for reproductions or distribution of the materials for your internal business purposes related to participating in the Services.
Your License to Firm Exchange. By registering, posting or submitting any information or content (including, without limitation, the Proprietary Information) on the Site or otherwise, you are representing that the information or material is truthful, that you are the owner of the content, or are making your posting or submission with the express consent of the owner of the content. Except as otherwise provided and the limitations on the use and disclosure of Proprietary Information, you grant Firm Exchange, other registered users, and anyone authorized by us, a royalty-free, irrevocable, non-exclusive, limited license to use, copy, transmit, or reproduce your information or content for the purpose of facilitating the purchase or sale of a business posted on the Site or other Services, in whole or in part.
The following activities are expressly prohibited from the Site:
Firm Exchange may cancel or terminate your right to access or use any part of the Site at any time without notice. You agree that a breach of any of the terms in this Agreement may result in the immediate termination of your account and/or give rise to civil action against you. The disclaimers herein and all restrictions on you regarding information downloaded or obtained from the Site shall survive any cancellation or termination of your right to use the Site.
Any links to other websites not owned or operated by Firm Exchange are provided solely as a convenience for you. Firm Exchange’s listing of any third party does not create a partnership or affiliation with the third party. Firm Exchange’s listing of any third parties does not constitute sponsorship or endorsement of these professionals or service providers. You shall make a competent consumer decision before employing the services of any listed third party professional or service provider. You bear all risk associated with the employing of any third party and obtaining their goods or services.
As a condition of your use of the Site, you warrant to Firm Exchange that you will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites.
THE INFORMATION INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION ON THE SITE. FIRM EXCHANGE AND/OR ITS USERS MAY MAKE UPDATES AND/OR CHANGES TO THE CONTENT ON THE SITE AT ANY TIME IN THEIR SOLE DISCRETION.
FIRM EXCHANGE IS NOT A BROKER OR A DEALER AND DISCLAIMS ALL LIABILITY TO YOU RELATED TO COMPLIANCE WITH STATE OR FEDERAL SECURITIES LAWS, RULES AND REGULATIONS REGARDING THE PERFORMANCE OF BROKERS OR DEALERS.
FIRM EXCHANGE AND ANY OF ITS THIRD-PARTY CONTENT PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION OBTAINED THROUGH THE SITE, INCLUDING INFORMATION PROVIDED BY OTHER USERS OF THE SITE. ALL SUCH INFORMATION AND PRODUCTS OR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. FIRM EXCHANGE AND ANY OF ITS THIRD-PARTY CONTENT PROVIDERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH YOUR USE OF THE SITE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THIS DISCLAIMER INCLUDES ANY LISTING OF ANY THIRD-PARTY GOODS OR SERVICE PROVIDER INCLUDED ON THE SITE. ANY THIRD-PARTY GOODS OR SERVICE PROVIDER IS SUPPLIED AS A CONVENIENCE TO YOU AND SUCH LISTING DOES NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT.
IN NO EVENT SHALL FIRM EXCHANGE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FIRM EXCHANGE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
FIRM EXCHANGE’S LIABILITY TO ANY USER OF THE SITE SHALL BE LIMITED TO THE FEES PAID BY SUCH USER TO FIRM EXCHANGE FOR ANY PRODUCTS OR SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH CLAIM ALLEGEDLY AROSE.
You agree to indemnify Firm Exchange and its affiliates, employees, agents, representatives and third party service providers and defend and hold each of them harmless, from any and all claims, demands, actions, liability, fines, penalties and expenses, whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from (1) any of your acts through the use of the Site or (2) any claims between the you and another user of the Site related to a transaction or contemplated transaction which is related to your use of the Site. Such acts may include but are not limited to: submissions, unauthorized use of material obtained through the Site or breach of this Agreement.
To the maximum extent permitted by law, this Agreement is governed by the laws of the State of Missouri and you hereby consent to the exclusive jurisdiction and venue of courts in St. Louis, Missouri in all disputes arising out of or relating to the use of the Site.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Firm Exchange as a result of this Agreement or use of the Site.
Firm Exchange’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Firm Exchange’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Firm Exchange with respect to such use.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between User and Firm Exchange with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between User and Firm Exchange with respect to the Site.
In the event of a change of control of Firm Exchange or the sale of substantially all of Firm Exchange’s assets, all rights of Firm Exchange hereunder shall be transferable without notice to you.
Firm Exchange respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Firm Exchange’s copyright agent with the following information.
Firm Exchange’s copyright agent for notice of claims of copyright infringement on the Site can be reached at email@example.com.
For any questions or concerns related to the Agreement, please contact us through one of the methods below.E-mail us at:
The Firm Exchange LLC
1800 Camden Road
Charlotte, NC 28203