Terms Of Service

These Terms of Service (“Terms”) govern the contractual relationship between:

First Capital Merchant Solutions, doing business as (dba) BizListings, a company governed by the laws of the State of Florida, USA and having its registered office located at 1900 NW Corporate Blvd, Suite 110W, Boca Raton, FL, 33431 (hereinafter referred to as “BizListings”);

and

each Buyer (as defined below), Seller (as defined below), Affiliate (as defined below), broker, sub-agent, private seller, realtor, individual, entity, user, or visitor (collectively “you” or “your”) (i) accessing BizListings’s website located at https://BizListings.com/ (hereinafter referred to as “Website”), and/or (ii) using the Services (as defined under Section 2.1 of these Terms).

You and BizListings shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.

Please read these Terms carefully before using the Website and Platform. Your access to the Website and Platform and your use of the Services (as defined below) is conditioned upon your acceptance of and compliance with these Terms.

1. ACCEPTANCE & MODIFICATION OF TERMS

By accessing the Website and by using the Services (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (as defined below), and (ii) refrain from accessing the Website.

Your continued use of the Website and use of the Services on the Platform (defined below) shall be deemed to constitute your acceptance of these Terms.

BizListings reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically, to stay abreast of any changes to the Terms. Your continued access to the Website and use of the Services on the Platform (as defined below) following the posting of any changes to these Terms shall be subject to the newly modified Terms.

2. PLATFORM & SERVICES

2.1 Services. Through the Website, BizListings:

(i) provides Buyers and Sellers (both defined below) with a Web-based marketplace platform embedded into the Website (hereinafter referred to as “Platform”) in order for brokers, sub-agents, and private sellers (collectively the “Seller(s)”) to post, advertise, promote and list businesses that are on sale within the United States of America (“Business Listing(s)”);
(ii) connects Sellers directly with potential/prospective customers/buyers (“Buyer(s)”) interested in purchasing a Business Listing posted by the Buyer on the Platform, (collectively the “Service(s)”).

(iii) Provides a white-labeled website subscription service, hosted and wholly owned by BizListings, through which sellers can direct visitors via a custom URL registered seperately by the seller.

2.2 Services Provided to Sellers. As part of the Services, and via the Platform, BizListings provides each Seller with the tools to:

(i) post, advertise and promote Business Listings and any additional information in relation to such Business Listing, including but not limited to details of the business being sold, text, images and videos of the business, and relevant pricing options;
(ii) edit Business Listings posted, advertised and published on the Platform by the Seller; and
(iii) connect and communicate directly with Buyers.

(iv) Populate a white-labeled website with listings, certain text, and other items as made available by the platform.

2.3 Services provided to Buyers. BizListings provides Buyers, via the Platform, with the ability to:

(i) browse and view active Business Listings posted by Sellers on the Platform;
(ii) connect and communicate directly with Sellers in relation to a Business Listing on the Platform;
(iii) save favorite Business Listings under the Buyer’s User Account (defined below);
(iv) receive emails or text messages on any updates on a Business Listing posted by a Seller on the Platform; and
(v) submit a contact request form on the Platform, which shall be forwarded to the Seller by BizListings.

2.4 Platform Management. BizListings may, from time to time and without giving any reason or prior notice to Buyer and Seller, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Buyer and Seller from accessing the Platform. Seller and Buyer acknowledge and agree that BizListings may: 

(i) monitor, review or otherwise control any activity, content or material on the Website and Platform to verify Buyer’s and Seller’s compliance with these Terms and may take any action BizListings deems appropriate;
(ii) prevent or restrict access of any Buyer and/or Seller to the Website and Platform;
(iii) report any activity, BizListings suspects to be in violation of any applicable law, statute or regulation, to the appropriate authorities, and to co-operate with such authorities; and/or
(iv)   request any additional information from Buyer and/or Seller in connection with Buyer’s and/or Seller’s use of the Website and Platform.

2.5 You acknowledge, understand and agree that BizListings does not:

(i) guarantee that the Sellers on the Platform are licensed with the applicable authorities/bodies or legally able to provide business brokerage services in the Seller’s jurisdiction. As such you shall be solely responsible for performing all due diligence activities when interacting with any and all Sellers on the Platform.
(ii) screen the authenticity, accuracy and completeness of the Business Listings posted by Sellers on the Platform.
(iii) provide any intermediary services between the Buyer and Seller on the Platform. As such, BizListings only provides you with the Platform as a means to connect with Sellers via the Seller’s Business Listings posted on the Platform.
(iv) facilitate the sale of any Business Listings on the Platform and as such is not a party to any sale/purchase transaction between the Seller and Buyer. All sale/purchase transactions between the Seller and Buyer shall be conducted outside the Platform.

2.6 You acknowledge that BizListings shall not be responsible for (i) conducting any background checks on Buyers and Sellers listed on the Platform, (ii) screening the authenticity or quality of any Business Listing, third party material, content, data, products or services found by you through the Website and/or Services, (iii) the accuracy and recommendations provided to you by any Seller listed on the Platform in relation to any Business Listing, and (v) any business transactions/dealings between you (on the one hand) and any third party organizations/companies and/or individuals (on the other hand) found on or through the Website, Platform and/or Services.

2.7 You acknowledge and agree to execute any and all agreements necessary to give effect to your use of the Services.

2.8 In order to become a BizListings affiliate, for the purposes of generating traffic or leads to BizListings’s Website and Platform (“Affiliate”), you shall be required to execute a separate affiliate services agreement with BizListings.

2.9 You acknowledge that BizListings may change, suspend or discontinue any or all of the Services, at its sole discretion at any time, without notice and for any or no reason.

3. REGISTRATION, PASSWORD AND SECURITY

3.1 To be able to use the Services or post/advertise/promote (for the Seller) Business Listings on the Platform, you must register on the Website by providing all required information which shall include but not be limited to the following:

(i) Buyer – full name, email address, and contact information; and
(ii) Seller – full name, email address, contact information, business name, and license information.

An account shall thereafter be opened by BizListings, in its sole discretion, for you on the Website (“User Account”). Each User Account may only be registered and used by one (1) single entity or individual. You may not access any third party’s account or authorize any third party to access a User Account on the Buyer’s or Seller’s behalf. You acknowledge and agree that BizListings may in its sole discretion (i) reject the registration of any User Account for any or no reason, and (ii) deny Buyer and/or Seller with access to the Website (including the Platform) for any or no reason without any obligation for BizListings to disclose or explain the reason to Buyer or Seller.

3.2 You agree to:

(i) provide true, accurate, current and complete information about yourself as prompted by BizListings’s registration process on the Website; and
(ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.

3.3 If you provide any information to BizListings that is untrue, inaccurate, outdated, or incomplete, or if BizListings has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, BizListings may close your User Account on the Website and/or deny you the ability to access and use the Services.

3.4 You may indicate, during registration process, to BizListings your choice of User Account username and password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify BizListings immediately of any unauthorized use of your User Account or any other breach of security. BizListings shall not be liable for any loss that you may incur as a result of any third party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by BizListings due to any third party using your Login Credentials and/or User Account. You acknowledge and agree that you may not (i) use the User Account of another Buyer or Seller registered on the Website (including the Platform) without the express permission of such User Account holder, and further acknowledge that the User Account is for use by one user only, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Services on the Platform.

4. PURCHASING BUSINESS LISTINGS ON THE PLATFORM

4.1 Buyer may purchase a specific Business Listing posted on the Platform either by (i) communicating directly with a specific Seller; or (iv) such other option/method, provided by BizListings to Buyers on the Platform.

4.2 Buyer acknowledges and agrees that:

(i) BizListings does not facilitate the Business Listing purchase and sale transaction(s) between Buyer and Seller. As such, Buyer acknowledges and agrees that any corresponding Business Listing purchase and sale agreement shall be solely and exclusively entered into by and between Buyer and Seller;
(ii) Seller shall be solely and exclusively responsible for setting the price for each of Seller’s Business Listings posted on the Platform; and
(iii) all updates related to the Seller’s Business Listing(s) on the Platform shall be provided to Buyer by Seller only.

5. SELLING BUSINESS LISTINGS VIA THE PLATFORM AND SELLER’S OBLIGATIONS

5.1 Seller may freely list Seller’s Business Listing(s) on the Platform provided that Seller’s Business(s) meet(s) any applicable requirement set by BizListings from time to time.

5.2 Once Seller has listed Seller’s Business Listing(s) on the Platform, Seller may upload a photo and/or video of the Business Listing and be solely responsible for (i) creating, drafting, determining and posting the relevant information and description of the Business Listing; and (ii) setting the purchase price for Seller’s Business Listing(s) which are promoted and listed for sale on the Platform. Seller agrees to provide accurate and current details about Seller’s Business Listing posted on the Platform.

5.3 Seller acknowledges and agrees that Seller shall:

(i) be solely responsible for monitoring the availability of any of Seller’s Business Listings posted on the Platform to ensure that all Seller’s Business Listings posted on the Platform truly exist, are valid and current;
(ii) respond to all Buyer’s enquires relating to the Seller’s Business Listing (a) promptly and within seventy-two (72) hours; and (b) in a professional and respectful manner;
(iii) not modify a Business Listing posted on the Platform in an attempt to sell the Business Listing as a different business entity; and
(iv) Immediately remove any Business Listing posted on the Platform that is no longer active or available for sale.

5.4 Seller undertakes that Seller will not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of BizListings.

5.5 Seller acknowledges and understands that BizListings reserves the right to remove any and all of Seller’s Business Listings posted on the Platform for any or no reason, without liability to Seller.

5.6 Compliance. Seller shall comply with all applicable laws, rules and regulations, and shall obtain all licenses, permits and approvals required in relation to the (i) sale of Business Listing(s) to Buyers on the Platform; and (ii) the promotion, advertising, marketing and sale of Business Listings by Seller on the Platform.

6. PRICING OF THE SERVICES

You acknowledge and understand that some of the Services are currently provided to you by BizListings free of charge. This does not include the white-labeled website subscription, which will be billable via credit card on a monthly or annual basis, as offered at the discretion of BizListings. BizListings reserves its right to revise the pricing model for the provision of the Services at any time and in BizListings’s sole discretion.

7. TAXES

7.1 Under these Terms, the term “Taxes” shall mean taxes, charges, duties, fees, levies, and other charges of a governmental authority, including income, withholding, social security, social contribution, transfer, sales, use, value-added and all other taxes of any kind for which a Party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties imposed by any governmental authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise. 

7.2 You shall be solely responsible for the payment of any and all Taxes associated with the purchase or sale of the Business Listings posted on the Platform as part of your use of the Services.

8. SELLER’S CONTENT

8.1 BizListings allows Seller to make available certain Business Listings, information, text, graphics, videos, logos, photos, images, or any other material (“Seller’s Content”) on the Platform. Seller is the sole and exclusive owner or licensee of Seller’s Content. Seller shall be solely and exclusively responsible for Seller’s Content that Seller posts on the Platform, including for its legality, reliability, and appropriateness. By posting Seller’s Content on the Platform, Seller grants BizListings the non-exclusive, worldwide, royalty-free, limited, revocable right/license to fully use, display, reproduce, and distribute such Seller’s Content on and through the Platform. Seller shall retain any and all of Seller’s rights to any of Seller’s Content Seller submits, posts or displays on or through the Platform and Seller shall be solely responsible for protecting those rights.

8.2 Seller represents and warrants to BizListings that:

(i) Seller’s Content belongs to Seller (i.e. Seller owns it) or that Seller has the right to use it (e.g. as licensee) and grant BizListings the rights and (sub-)license as granted by Seller under Section 8.1 of these Terms, and
(ii) the posting or sharing of Seller’s Content on or through the Platform does not violate (a) BizListings’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights, (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of BizListings or of any third-party.

8.3 BizListings reserves the right to block or remove Seller’s Content that BizListings determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of BizListings’s Intellectual Property Rights (defined below) or of any third-party’s intellectual property rights or; (iv) offensive or otherwise unacceptable to BizListings in its sole and exclusive discretion. BizListings acknowledges that, by providing Seller with the ability to share, view and distribute user-generated content on the Platform, BizListings is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents, activities or transactions on the Website (including the Platform).

9. BUYER’S AND SELLER’S REPRESENTATIONS & WARRANTIES

9.1 Each Buyer and Seller hereby represents and warrants to BizListings that such Buyer’s/Seller’s access to the Website (including the Platform), use of the Services and purchase/sale of the Businesss on the Platform will:

(i) be in accordance with these Terms;
(ii) comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, and data protection);
(iii) not be for any unlawful purposes;
(iv) not entail, imply or give rise to the publication of any illegal content;
(v) not further any illegal activities;
(vi) not infringe upon or misappropriate any of BizListings’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights;
(vii) will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third-party; and
(viii) not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.

9.2 Seller also represents and warrants that if Seller is accessing the Website (including the Platform) on behalf of an organization/company, Seller (i) agrees to be bound by the terms and conditions of that organization/company; (ii) has the authority to bind the organization/company to these Terms; and (iii) is not barred from contracting with BizListings under any applicable laws.

10. ACCEPTABLE USE OF THE WEBSITE AND PLATFORM

10.1 You may not use the Website (including the Platform) to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation, (ii) in a manner that infringes upon BizListings’s Intellectual Property Rights (as defined below) or upon any third-party’s intellectual property rights, (iii) in a manner that violates the privacy or other personal rights of third parties, (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that (a) is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incites, encourages or threatens immediate physical harm against another including, but not limited to, Seller’s Content which (1) promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (2) contains material that solicits personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.

10.2 When accessing the Website (including the Platform), you shall be prohibited from:

(i) using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website (including the Platform);
(ii) taking any action that imposes an unreasonable or disproportionately large data load on the Website’s (including the Platform’s) infrastructure;
(iii) copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website (including the Platform) without BizListings’s prior written consent;
(iv) accessing, tampering with, or use non-public areas of the Website (including the Platform), of BizListings’s computer systems and/or of its third-party providers’ technical delivery systems; 
(v) probing, scanning, or testing the vulnerability of any of BizListings’s system or network or breach or circumvent any of BizListings’s security or authentication measures; 
(vi) accessing, searching or attempting to access or search the Website (including the Platform) by any means other than through BizListings’s currently available, published interfaces that are provided by BizListings, unless Seller has been specifically allowed to do so in a separate agreement with BizListings; 
(vii) reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website (including the Platform) or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(viii) attempting to access any area of the Website (including the Platform) to which access is not authorized;
(ix) using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website (including the Platform);
(x) conducting any systematic or automated data collection activities on or in relation to the Website (including the Platform), including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without BizListings’s prior written consent;
(xi) using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website (including the Platform);
(xii) using the Website (including the Platform) to transmit or send unsolicited commercial and marketing communications for any purpose, without BizListings’s prior written consent;
(xiii) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose; 
(xiv) disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming the Website (including the Platform);
(xv) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment; 
(xvi) intentionally or unintentionally violating any local, state, federal, national or international law, in addition to any rules of any nation or other securities exchange, and any regulations having the force of law;
(xvii) impersonating any other person or entity, sell Seller’s or Buyer’s profile, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity; and/or
(xviii) collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

11. DISCLAIMER OF WARRANTIES

11.1 Unless otherwise provided under these Terms, the Website, Platform and Services shall be provided by BizListings to you “as is,” and “as available” with all faults, defects, bugs, and errors.

11.2 BIZLISTINGS HEREBY (I) DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES AND/OR TO YOUR SALE/PURCHASE OF ANY BUSINESS LISTINGS POSTED ON THE PLATFORM; AND (II) MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO THE SELLER’S CONTENT, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.

11.3 BIZLISTINGS AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (I) THE INFORMATION CONTAINED ON THE WEBSITE, PLATFORM AND SERVICES, AND (II) RELATED GRAPHICS PUBLISHED ON THE WEBSITE, PLATFORM AND SERVICES FOR ANY PURPOSE. THE WEBSITE, PLATFORM, SERVICES AND/OR RELATED GRAPHICS ARE PROVIDED TO YOU BY BIZLISTINGS “AS IS” WITHOUT WARRANTY OF ANY KIND. BIZLISTINGS AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

11.4 YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE, PLATFORM AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES, WHICH ERRORS AND CHANGES MAY BE PERIODICALLY MADE TO THE WEBSITE, PLATFORM AND/OR SERVICES HEREIN.

11.5 NEITHER BIZLISTINGS NOR ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITE, PLATFORM AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.

11.6 BIZLISTINGS MAKES NO WARRANTY (I) THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE WEBSITE, PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE WEBSITE AND /OR PLATFORM WILL BE CORRECTED, OR (IV) THAT THE WEBSITE AND PLATFORM OR ANY SERVER THROUGH WHICH YOU ACCESS THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

11.7 BIZLISTINGS DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS WILL BE OBTAINED BY SELLER AS A RESULT OF USING THE WEBSITE, PLATFORM AND SERVICES. AS SUCH, BIZLISTINGS WILL NOT BE LIABLE FOR (I) ANY FAILURE BY SELLER, OR (II) ANY LOSS OR DAMAGES INCURRED/SUSTAINED BY YOU, AS REGARDS TO YOUR USE OR INABILITY TO USE THE WEBSITE, PLATFORM AND SERVICES.

12. COMPLIANCE WITH LAWS

In connection with your obligations under these Terms, you agree to comply with all federal, state, local and foreign laws, constitutions, codes, statutes and ordinances of any governmental authority that may be applicable to your business activities under these Terms and/or Seller’s marketing, promotion and sale of the Business Listings posted on the Platform. Seller and Buyer agree to take all such further acts and execute all documents as BizListings may reasonably request in connection with such compliance.

13. INTELLECTUAL PROPERTY

13.1 All content, software, trademarks, data, information or information contained in any materials, or documents used in relation to the Website, Platform and Services, including but not limited to any and all copyrighted works, databases, text, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“Materials”), are the sole and exclusive property of or are licensed to BizListings. Seller may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without BizListings’s prior written permission.

13.2 Any and all intellectual property rights in the Materials, Website, Platform and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Businesss, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“BizListings’s Intellectual Property Right(s)”), vests solely and exclusively in BizListings, its affiliates (if any), its licensors, the respective Seller or vendors, as the case may be. All rights not expressly granted by BizListings to you are reserved by BizListings. Save as expressly set out herein, you shall not acquire any right, title or interest in BizListings’s Intellectual Property Rights.

13.3 Seller shall be the sole and exclusive owner of all Seller’s intellectual property rights in Seller’s Content and the Business Listings (“Seller’s Intellectual Property Rights”) which Seller posts on the Platform. BizListings may not use any of Seller’s Intellectual Property Rights for any other purpose, other than mentioned under these Terms and not without Seller’s prior written consent. Seller hereby grants BizListings the non-exclusive right to use Seller’s Intellectual Property Rights, free of charge, in connection with the sale of Seller’s Business Listing(s) to prospective/potential Buyers on the Platform, to the extent necessary for BizListings to (i) exercise BizListings’s rights under these Terms, and (ii) perform BizListings’s obligations under these Terms.

13.4 Ownership of Website and Platform. You acknowledge and understand that all Intellectual Property Rights (defined below) in or relating to the Website, Platform, White-labeled Website, and all related documentation, materials and software shall remain the exclusive property of BizListings or its licensors. As such, Seller and Buyer hereby acknowledge that the Seller and Buyer shall have no ownership interest in the Website, Platform, or White-Labeled Website.

14. INDEMNIFICATION

14.1 You agree to indemnify and hold harmless BizListings from and against any liability, demand, damages, cost, or expense arising from any third-party claim, including but not limited to: (i) your violation of these Terms; (ii) your use or misuse of the Website, Platform and Services; (iii) your infringement of BizListings’s Intellectual Property Rights; (iv) any loss or damage caused by your use or misuse of the Platform and Services; and/or (v) Seller’s Content. BizListings shall indemnify and hold Seller harmless from and against any liability or expense arising from a third-party claim based on any Negligence of BizListings. “Negligence” shall mean gross negligence or intentional misconduct.

14.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.

15. LIMITATION OF LIABILITY

15.1 BIZLISTINGS, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD-PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO AND USE OF THE WEBSITE, PLATFORM, SERVICES, AND/OR FROM YOUR PURCHASE OR SALE OF THE BUSINESS LISTINGS POSTED ON THE PLATFORM, EVEN IF BIZLISTINGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 WHILE BIZLISTINGS TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, BIZLISTINGS AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE AND/OR THROUGH YOUR USE OF THE SERVICES.

15.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, BIZLISTINGS’S (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED U.S. DOLLARS ($100.00).

16. PRIVACY POLICY

BizListings’s Privacy Policy is available at https://BizListings.com and governs the use, storage and processing of the personal information you may provide to BizListings through your (i) access to the Website (and Platform) and/or (ii) use of the Services on the Platform. Your election to use the Services via the Website (and Platform) shall be deemed to constitute your acceptance of the terms of BizListings’s Privacy Policy.

17. THIRD PARTY LINKS

17.1 The Website, Platform and/or Services may contain links and/or ads to third-party websites or resources. Such links and/or ads to third-party websites or resources are provided only as a convenience. If you click on such links and/or ads you may leave the Website and/or Platform. You acknowledge and agree that BizListings shall not be responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. The simple fact that the Website and/or Platform contains links and ads to such third websites or resources does not imply any endorsement by BizListings of such third-party websites or resources or of the third-party content, products, or services available from such third-party websites or resources.

17.2 Your communications, interactions or business transactions/dealings with any third-party organizations/companies and/or individuals (including contractors and other users) found on or through the Website and/or Platform, including any such third-party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings (e.g. payment and delivery of goods or services), shall be solely between you and such third-party except as may be otherwise stated herein. You acknowledge and agree that BizListings shall not be (i) a party to any such business transactions/dealings you may enter into with such third parties, and (ii) liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings Seller may have with any third-party or users found through the Website, Platform and/or your use of the Services.

17.3 BEFORE VISITING A THIRD-PARTY WEBSITE AND OR RESOURCES VIA BIZLISTINGS’S WEBSITE AND PLATFORM, IT IS RECOMMENDED THAT YOU (I) REVIEW THE THIRD-PARTY’S TERMS AND CONDITIONS, PRIVACY POLICY AND ALL OTHER DOCUMENTATION, AND (II) INFORM/EDUCATE YOURSELF ON THE REGULATIONS, POLICIES AND PRACTICES OF THE THIRD-PARTY WEBSITES AND/OR RESOURCES.

18. SUSPENSION & TERMINATION

18.1 BizListings may suspend or temporarily disable access to all or part of the Website, Platform, Services or User Account if (i) BizListings suspects Seller of partaking in any illegal activity; (ii) BizListings reasonably believes that you have violated these Terms; or (iii) applicable law enforcement or other government agencies have requested BizListings to suspend or temporarily disable Seller’s access to the Website, Platform and/or Services.

18.2 If BizListings breaches any of its obligations under these Terms, Seller and/or Buyer may terminate these Terms and close your User Account. Upon, your termination of these Terms and closing of your User Account, BizListings shall (i) block your access to all of the Website (including the Platform), (ii) prevent Seller from posting any further Business Listings on the Platform (ii) block your use of the Platform, (iii) delete all of your information associated with your User Account, including but not limited to your full name, address, contact information, and Login Credentials, and (iii) delete all of your data in your User Account. You acknowledge that should there be any pending Dispute (defined below) or related legal claim between the Parties, BizListings may retain all of your information associated with your User Account for a minimum period of twelve (12) months or for as long as is necessary.

19. DISPUTE RESOLUTION

19.1 If any dispute or difference shall arise between the Parties as to the meaning or application of these Terms, the rights or liabilities of the Parties or otherwise in relation to these Terms, then (without prejudice to any other express or implied rights or powers) the dispute or difference (“Dispute”) shall be determined as follows:

(i) A Party must not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under these Terms unless it has complied with this Section.
(ii) A Party claiming that a Dispute has arisen under these Terms must give the other Party written notice of the particulars of the Dispute.
(iii) In the event of a Dispute, difference or claim between the Parties hereto, arising out of the use of the Website or Platform; or in any way relating to these Terms, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties shall first endeavor to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to the American Arbitration Association, or any statutory modification or re-enactment thereof for the time being in force.

19.2 You acknowledge and agrees that if any dispute or difference shall arise between you or another user, Seller, Buyer, Affiliate, or third-party, you shall be solely responsible for your conduct. You agree that BizListings shall not be liable for any dispute that arises between you and any other user, Seller, Buyer, Affiliate, or third-party.

20. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by the laws of the State of Florida, United States of America (“US”). You expressly understand and agree to submit to the exclusive jurisdiction of the American Arbitration Association in Broward County, Florida, US. You agree that in respect of any Dispute arising upon, over or in respect of any of the terms and conditions of these Terms, only the American Arbitration Association in Broward County, Florida, US shall have jurisdiction to try and adjudicate such dispute to the exclusion of the US court system. Furthermore, you acknowledge and agree that nothing contained in these Terms shall limit BizListings’s right to institute legal proceedings in any other court of competent jurisdiction or in any other jurisdiction.

21. GENERAL PROVISIONS

21.1 Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and nothing herein is intended to restrict you from accessing or using any other third-party’s platform, even if such platform is similar to the Platform provided by BizListings.

21.2 Severability. If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.

21.3 No Waiver. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the party agreeing to the waiver.

21.4 No Assignment. You shall not assign or otherwise transfer your rights under these Terms, without the prior written consent of BizListings. Any attempt to make such an assignment without BizListings’s consent shall be void. BizListings consent shall not be unreasonably withheld.

However, these Terms shall be binding upon and inure to the benefit of BizListings, its affiliates, or any corporation or other entity to which BizListings may (i) transfer all or substantially all its assets and business, and (ii) assign these Terms, in which case references to “BizListings” as used herein shall mean such affiliate, corporation or other entity.

21.5 No Agency, Partnership, Collaboration, Employment or Independent Contractor Status. You acknowledge that BizListings is merely a service provider. Accordingly, there is no employment, agency, joint venture, partnership, collaboration or independent contractor relationship between you and BizListings.

BizListings does not and shall not be required to assume, and expressly disclaims, any obligations or liabilities that could arise from or relate to an employment or independent contractor relationship (whether between BizListings and Seller, or between Seller and a Buyer), including, but not limited to, any obligations or liabilities relating to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations.

21.6 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to support@BizListings.com

21.7 Entire Agreement. These Terms represents the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.

21.8 Refund Policy. BizListings provides various services, some or all of which may have a monthly, annual or per instance cost. Upon payment for any service on this platform, you agree that cancellation of your account, or any service on the platform, for any reason, including dissatisfaction with the service, or termination of this agreement does not entitle you to any refund.  For annual or monthly subscription cancellations, there are no refunds for any remaining time left on the subscription. Account cancellation, service or subscription cancellation, or agreement termination by either party will ensure that you will not be held responsible or billed for future payments of any service subscribed to.  If there is any outstanding balance due on your account at the time of account cancellation or agreement termination, that balance will be considered due in full at the time of account closure. 

22. CONTACT INFORMATION

Should you have any questions concerning these Terms and/or any issues or concerns about the Website, Platform or Services, you may contact BizListings at support@BizListings.com.

Effective Date: 1/1/2022