[YOUR PRODUCT NAME] Terms of Service

Effective Date: July 10, 2026

Last Updated: July 10, 2026

1. Agreement to Terms

Welcome to [YOUR PRODUCT NAME] ("we," "our," "us," or the "Company"). These Terms of Service ("Terms") constitute a legally binding agreement between you and [YOUR PRODUCT NAME] governing your access to and use of the [YOUR PRODUCT NAME] marketplace platform, including all associated websites, mobile applications, and services (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Platform.

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by posting the updated Terms on the Platform and updating the "Last Updated" date. Your continued use of the Platform after such changes constitutes your acceptance of the revised Terms.

2. Eligibility

You must be at least 18 years of age to use the Platform. By using the Platform, you represent and warrant that:

• You are at least 18 years old.
• You have the legal capacity to enter into a binding contract.
• You are not barred from using the Platform under the laws of your jurisdiction.
• All information you provide to us is accurate, complete, and current.

We reserve the right to suspend or terminate your account if any information you provide is inaccurate, false, or incomplete.

3. Account Registration and Security

Creating an Account. To access certain features of the Platform, you must register for an account. You may register using an email address and password or through a third-party authentication provider such as Google. When you create an account, we may assign you a default role (such as "buyer"). You may have the option to become a seller through the Platform's seller onboarding process.

Account Credentials. You are responsible for maintaining the confidentiality of your account credentials, including your password. You agree not to share your account credentials with any third party. You are responsible for all activities that occur under your account, whether or not you authorized them.

Account Security. You agree to notify us immediately of any unauthorized access to or use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with these security obligations.

Account Termination. We reserve the right to suspend or terminate your account at any time, with or without notice, for any reason, including violation of these Terms.

4. Platform Description

[YOUR PRODUCT NAME] is an online marketplace that connects buyers and sellers of software businesses. The Platform enables:

• Sellers to create listings for software businesses they wish to sell.
• Buyers to browse, search, and filter listings.
• Buyers to save listings, contact sellers, make offers, and negotiate terms.
• Sellers and buyers to enter into acquisitions when an offer is accepted.
• Sellers to upload due diligence documents to a Private Data Room accessible to buyers during active acquisitions.
• Sellers to verify objective claims about their assets (such as domain ownership) through the Platform's verification system.

Important: [YOUR PRODUCT NAME] is a platform provider only. We are not a party to any transaction between buyers and sellers. We do not broker deals, provide escrow services, process payments, or guarantee the completion of any transaction. All negotiations, agreements, and transactions are solely between the buyer and seller.

5. User Content and Listings

User Content Defined. "User Content" means any content, materials, or information that you submit, post, upload, or otherwise make available on or through the Platform, including listings, inquiries, offer details, documents uploaded to the Private Data Room, and profile information.

Your Responsibility. You are solely responsible for all User Content you submit. You represent and warrant that:

• You own all rights to your User Content or have the necessary permissions to use and license it.
• Your User Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.
• Your User Content is accurate, truthful, and not misleading.
• Your User Content complies with all applicable laws and regulations.

Listing Requirements. When creating a listing, you must provide accurate information about the software business. You may not create listings for businesses you do not have the right to sell. You may not create listings that are fraudulent, deceptive, or otherwise violate these Terms.

Listing Lifecycle. Listings may exist in various statuses, including draft, published, under offer, and archived. You are responsible for managing the status of your listings in accordance with the Platform's features and these Terms.

License to [YOUR PRODUCT NAME]. By submitting User Content, you grant [YOUR PRODUCT NAME] a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content solely for the purpose of operating, promoting, and improving the Platform.

Content Removal. We reserve the right, but are not obligated, to review, monitor, or remove any User Content at our sole discretion. We may remove content that we believe violates these Terms or is otherwise objectionable.

6. Offers, Negotiations, and Acquisitions

Making Offers. Buyers may make offers on published listings. An offer includes a proposed purchase price and any additional terms you choose to include. All offers are subject to acceptance, rejection, or counter by the seller.

Negotiations. Sellers may counter offers with different terms. Buyers may withdraw offers at any time before acceptance. All negotiations occur through the Platform's offer and negotiation system.

Acceptance and Acquisitions. When a seller accepts a buyer's offer, an acquisition is created. An acquisition represents an active deal between the buyer and seller. During an active acquisition:

• The buyer gains access to the seller's Private Data Room.
• The seller may upload due diligence documents for the buyer to review.
• The listing is no longer available for new offers.

Cancelling an Acquisition. A seller may cancel an active acquisition at any time. Upon cancellation:

• The acquisition status changes to cancelled.
• The buyer's access to the Private Data Room is revoked.
• The listing is returned to published status and becomes available for new offers.

No Platform Guarantee. [YOUR PRODUCT NAME] does not guarantee that any offer will be accepted, that any acquisition will be completed, or that any transaction will occur. We do not mediate disputes between buyers and sellers regarding offers or acquisitions.

Independent Legal Advice. We strongly encourage both buyers and sellers to seek independent legal, financial, and tax advice before entering into any acquisition or transaction.

7. Private Data Room

Purpose. The Private Data Room is a secure document sharing feature available during active acquisitions. It allows sellers to share due diligence documents with buyers.

Access Control. Access to the Private Data Room is strictly controlled. Buyers may only access documents in the Private Data Room during an active acquisition for which they are the designated buyer. If the acquisition is cancelled, buyer access is automatically revoked.

Document Uploads. Sellers may upload documents to the Private Data Room subject to the Platform's file type and size limitations. By uploading documents, you represent that you have the right to share those documents and that they do not violate any confidentiality obligations or third-party rights.

No Warranty of Documents. [YOUR PRODUCT NAME] does not review, verify, or endorse any documents in the Private Data Room. The accuracy, completeness, and reliability of documents are solely the responsibility of the uploading seller.

Data Room Security. While we implement security measures to protect documents in the Private Data Room, you acknowledge that no electronic storage system is completely secure. You upload and access documents at your own risk.

8. Verified Assets and Trust Signals

Verification System. The Platform provides tools for sellers to verify objective claims about their listed assets. Currently, the Platform supports domain ownership verification through DNS record validation.

Trust Signals. When verification is successful, a trust signal may be displayed on the listing. Trust signals indicate that a specific claim has been objectively verified by the Platform.

Limitations of Verification. Trust signals verify only the specific claim being tested (for example, that the seller can control a particular domain's DNS records). They do not constitute:

• A comprehensive audit of the business.
• A guarantee of the accuracy of any listing information.
• An endorsement of the business by [YOUR PRODUCT NAME].
• A guarantee that the seller has the legal right to sell the business.

No Reliance. Buyers should not rely solely on trust signals when evaluating a listing. Trust signals are one of many factors to consider, and independent due diligence is essential.

9. Fees

Current Fee Structure. [YOUR PRODUCT NAME] does not currently charge fees for using the Platform, creating listings, making offers, or using the Private Data Room. This may change in the future, and any fees will be disclosed to you in advance.

Future Fees. We reserve the right to introduce fees for certain features or services at any time. We will provide advance notice of any fee changes before they take effect.

Third-Party Fees. You are responsible for any fees charged by third parties in connection with your use of the Platform, such as internet service provider fees or payment processing fees for transactions conducted outside the Platform.

10. Intellectual Property

[YOUR PRODUCT NAME] IP. The Platform and its contents, including but not limited to text, graphics, logos, icons, images, software, and the overall design and layout, are owned by [YOUR PRODUCT NAME] or our licensors and are protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform without our prior written consent.

Trademarks. "[YOUR PRODUCT NAME]" and our logos are trademarks of [YOUR PRODUCT NAME]. You may not use these trademarks without our prior written permission.

User Content IP. You retain ownership of the intellectual property rights in your User Content. By submitting User Content, you grant us the license described in Section 5.

Feedback. If you provide us with feedback, suggestions, or ideas about the Platform, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such feedback into the Platform without compensation to you.

11. Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

• Illegal Activity. Using the Platform for any illegal purpose or in violation of any applicable law.
• Fraud. Creating fraudulent listings, making fraudulent offers, or engaging in any deceptive practices.
• Impersonation. Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
• Harassment. Harassing, threatening, or intimidating other users.
• Malware. Uploading or transmitting viruses, malware, or other harmful code.
• Interference. Interfering with or disrupting the Platform or servers or networks connected to the Platform.
• Data Scraping. Using automated means (including bots, scrapers, or spiders) to access, monitor, or copy any part of the Platform without our written permission.
• Circumvention. Circumventing or attempting to circumvent any security features or access controls of the Platform.
• Off-Platform Deals. Attempting to complete transactions initiated on the Platform outside the Platform for the purpose of avoiding Platform terms or fees.
• Intellectual Property Infringement. Infringing upon the intellectual property rights of [YOUR PRODUCT NAME] or any third party.
• Sensitive Information. Uploading or sharing sensitive personal information of others without their consent.

We reserve the right to investigate and take appropriate legal action against anyone who violates these prohibitions, including removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

12. Termination

By You. You may terminate your account at any time by contacting us. Upon termination, your access to the Platform will cease, but certain provisions of these Terms will survive termination.

By Us. We may suspend or terminate your account and access to the Platform at any time, with or without notice, for any reason, including violation of these Terms, suspected fraud, or at our sole discretion.

Effect of Termination. Upon termination:

• Your right to use the Platform immediately ceases.
• We may delete or archive your User Content in accordance with our data retention practices.
• Any active acquisitions may be cancelled at our discretion.
• Provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

13. Disclaimers

Platform Provided "As Is." The Platform is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

No Guarantee of Results. We do not guarantee that:

• The Platform will meet your requirements.
• The Platform will be uninterrupted, timely, secure, or error-free.
• Any listings are accurate, complete, or truthful.
• Any offers will be accepted or any acquisitions will be completed.
• Any defects in the Platform will be corrected.

No Endorsement. We do not endorse, guarantee, or verify any listings, sellers, buyers, or transactions. Any reliance on information provided by other users is at your own risk.

No Professional Advice. The Platform does not provide legal, financial, tax, or investment advice. Any information on the Platform is for informational purposes only and should not be construed as professional advice.

Third-Party Content. The Platform may include content from third parties. We are not responsible for the accuracy, completeness, or reliability of any third-party content.

14. Limitation of Liability

To the fullest extent permitted by applicable law, [YOUR PRODUCT NAME] and our officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of, or inability to access or use, the Platform.
• Any conduct or content of any third party on the Platform.
• Any content obtained from the Platform.
• Unauthorized access, use, or alteration of your transmissions or content.
• Any transactions, negotiations, or disputes between buyers and sellers.
• Any failure of the verification system or trust signals.

In no event shall our total liability to you for all claims exceed the greater of: (a) the amount you have paid to [YOUR PRODUCT NAME] in the twelve (12) months preceding the claim, or (b) one hundred United States dollars (USD $100).

The limitations of liability in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless [YOUR PRODUCT NAME] and our officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of and access to the Platform.
• Your violation of these Terms.
• Your violation of any third-party right, including intellectual property rights or privacy rights.
• Any User Content you submit to the Platform.
• Any transaction, negotiation, or dispute involving you and another Platform user.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses.

16. Governing Law and Dispute Resolution

Governing Law. These Terms and any disputes arising out of or related to them or the Platform shall be governed by applicable law, without regard to conflict of law principles.

Informal Resolution. Before filing any claim or dispute, you agree to attempt to resolve the dispute informally by contacting us at [legal@your-domain.example]. We will attempt to resolve the dispute informally within thirty (30) days of receiving your notice.

Disputes. If we are unable to resolve the dispute informally, either party may pursue their claims through a court of competent jurisdiction.

Class Action Waiver. To the fullest extent permitted by law, you agree that any legal proceeding shall be conducted only on an individual basis and not in a class, consolidated, or representative action.

Injunctive Relief. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

Statute of Limitations. Any claim or cause of action arising out of or related to these Terms or the Platform must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred.

17. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and [YOUR PRODUCT NAME] regarding the Platform and supersede all prior agreements and understandings.

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of [YOUR PRODUCT NAME].

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms at any time without restriction.

Force Majeure. We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control.

Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

Contact Information. If you have any questions about these Terms, please contact us at [legal@your-domain.example].

By using the [YOUR PRODUCT NAME] Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.