Broker / Brokerage User Service Agreement

1. Acceptance of Terms

By creating a broker, brokerage, consultant, advisor, or intermediary account, accessing the Platform, submitting listings, communicating with users, or using any service on SellAnyBiz.com or SellAnyBiz.ai, you agree to be bound by this Broker / Brokerage User Service Agreement.

This Agreement is a legally binding contract between you and Sell Any Biz USA, LLC.

2. Broker Account Status

By signing up as a broker, brokerage, consultant, advisor, or intermediary, you confirm that:

1. you are legally authorized to provide the services you offer through the Platform;
2. you hold any license, registration, approval, or authorization required in your applicable jurisdiction, where required;
3. you are not restricted, suspended, or prohibited from acting in such capacity;
4. all information submitted during registration is true, accurate, and complete; and
5. you will promptly update your account if any information changes.

SellAnyBiz may request supporting documents, including business registration, brokerage license, professional license, company documents, KYC documents, or authority letters.

3. Scope of Platform Services

SellAnyBiz operates as a technology platform and facilitator for business marketplace listings, buyer and seller introductions, funding connections, company formation support, brokerage connections, communication tools, and digital document execution.

SellAnyBiz is not automatically a party to any transaction, brokerage agreement, commission agreement, advisory agreement, buyer mandate, seller mandate, funding arrangement, sale agreement, or other contract between users unless SellAnyBiz is expressly named as a party in a separate written agreement.

4. Independent Broker Relationship

The Broker acts as an independent user of the Platform.

Nothing in this Agreement creates an employment, partnership, joint venture, agency, franchise, fiduciary, or representative relationship between the Broker and SellAnyBiz.

The Broker has no authority to bind SellAnyBiz, make promises on behalf of SellAnyBiz, accept liability on behalf of SellAnyBiz, or represent that SellAnyBiz has verified or approved any listing, seller, buyer, transaction, valuation, or document unless expressly confirmed in writing by SellAnyBiz.

5. Broker Responsibility for Listings and Data

The Broker is solely responsible for all listings, documents, descriptions, financial information, business claims, seller data, buyer data, valuation statements, marketing materials, and communications uploaded or shared through the Platform.

The Broker confirms that:

1. all information uploaded is accurate to the best of the Broker's knowledge;
2. the Broker has obtained proper authority from the seller, buyer, or relevant client before uploading or sharing confidential information;
3. no listing, financial data, claim, or representation is false, misleading, exaggerated, fraudulent, or incomplete in any material way;
4. the Broker will not upload confidential information without consent; and
5. the Broker will promptly correct or remove any information that becomes inaccurate or misleading.

6. No Verification by SellAnyBiz

SellAnyBiz does not audit, verify, certify, guarantee, or approve the accuracy of any listing, financial statement, valuation, business claim, seller representation, buyer representation, broker representation, or third-party information uploaded to the Platform.

All listings and business information are provided on an "as-is" and "as-available" basis.

Users, buyers, sellers, investors, and brokers remain responsible for conducting their own independent legal, financial, tax, commercial, operational, regulatory, and professional due diligence.

7. Commission and Fee Disclosure

The Broker must clearly disclose all commissions, success fees, advisory fees, referral fees, seller-side fees, buyer-side fees, retainers, or other charges payable in connection with any transaction introduced or managed through the Platform.

Any commission arrangement must be agreed directly between the relevant parties through a separate written or digitally accepted agreement.

SellAnyBiz is not responsible for collecting, enforcing, guaranteeing, or paying any broker commission unless SellAnyBiz is expressly named as a party in a separate written agreement.

8. No Circumvention and Platform Protection

The Broker shall not misuse the Platform to bypass, avoid, interfere with, or circumvent SellAnyBiz, another broker, buyer, seller, or any commission arrangement disclosed or accepted through the Platform.

The Broker shall not directly or indirectly use user data, buyer leads, seller leads, business listings, platform communications, or confidential information obtained through the Platform for any unauthorized purpose.

SellAnyBiz reserves the right to suspend or terminate any account where there is suspected circumvention, misuse of data, unauthorized contact, misleading conduct, or breach of this Agreement.

9. Confidentiality

The Broker must keep all non-public information received through the Platform confidential.

This includes seller information, buyer information, financial statements, business details, valuation details, transaction discussions, offers, NDAs, brokerage agreements, due diligence documents, client data, contact details, and platform communications.

The Broker shall not disclose, copy, publish, misuse, sell, share, or distribute confidential information except for the purpose for which it was provided and only with proper authority.

10. In-App Contract Execution and Electronic Signatures

The Platform may facilitate the review, acceptance, and execution of legal documents, including NDAs, seller mandates, buyer mandates, brokerage agreements, commission agreements, advisory agreements, letters of intent, and transaction documents.

By clicking "Accept", "Agree", "Submit", "Sign", or by applying an electronic signature through the Platform, the Broker agrees that such action may create a legally binding agreement.

Electronic signatures, electronic acceptances, and electronic records used through the Platform are intended to be legally binding to the maximum extent permitted under applicable law, including the U.S. ESIGN Act and applicable Florida electronic signature laws.

11. Broker Compliance

The Broker is solely responsible for complying with all applicable laws, regulations, licensing rules, professional standards, advertising rules, data protection requirements, anti-fraud obligations, anti-money laundering requirements, and brokerage rules in the jurisdiction where the Broker operates or where the relevant transaction takes place.

SellAnyBiz is not responsible for the Broker's licensing, regulatory compliance, tax compliance, professional advice, or brokerage conduct.

12. No Professional Advice by Platform

Unless expressly agreed in a separate written agreement, SellAnyBiz does not provide legal, tax, financial, investment, valuation, regulatory, or professional advice.

Any business opportunity, listing, data, or document made available through the Platform is for facilitation purposes only and should not be treated as advice, recommendation, guarantee, or endorsement.

13. Release of Claims

To the maximum extent permitted by law, the Broker releases Sell Any Biz USA, LLC, its owners, officers, directors, managers, employees, affiliates, contractors, and representatives from any claims, losses, liabilities, damages, costs, or expenses arising out of or connected with:

1. disputes between buyers, sellers, brokers, investors, advisors, or third parties;
2. inaccurate, incomplete, or misleading listing information;
3. failed transactions, failed investments, or failed closings;
4. non-payment of commissions by any buyer, seller, broker, or third party;
5. misuse of information by another user;
6. any independent contract entered into between users; or
7. the Broker's own conduct, representations, documents, or professional services.

14. Indemnity

The Broker agrees to indemnify and hold harmless Sell Any Biz USA, LLC, its owners, officers, directors, managers, employees, affiliates, contractors, and representatives from any claims, damages, losses, liabilities, penalties, costs, and legal fees arising from:

1. the Broker's breach of this Agreement;
2. false, inaccurate, or misleading information uploaded by the Broker;
3. unauthorized use or disclosure of confidential information;
4. breach of any brokerage, commission, advisory, or client agreement;
5. violation of any law, licensing rule, or professional obligation; or
6. any claim made by a buyer, seller, investor, client, regulator, or third party in connection with the Broker's services.

15. Limitation of Liability

To the maximum extent permitted by law, Sell Any Biz USA, LLC's total liability for any claim arising out of or relating to the Platform shall not exceed the total fees actually paid by the Broker directly to SellAnyBiz through the Platform during the twelve months immediately preceding the claim.

If no fees were paid by the Broker to SellAnyBiz during that period, SellAnyBiz's total liability shall not exceed USD 100.

SellAnyBiz shall not be liable for indirect, incidental, special, consequential, punitive, loss of profit, loss of business, loss of opportunity, loss of goodwill, or loss of data damages.

16. Intellectual Property

All software, code, design, branding, trademarks, trade names, logos, databases, workflows, technology, and platform features associated with SellAnyBiz.com, SellAnyBiz.ai, and the App are the exclusive property of Sell Any Biz USA, LLC or its licensors.

The Broker may not copy, reproduce, reverse engineer, modify, sell, license, distribute, or exploit any part of the Platform without prior written consent.

17. Suspension and Termination

SellAnyBiz may suspend, restrict, or terminate the Broker's account at any time if SellAnyBiz believes that the Broker has breached this Agreement, submitted misleading information, misused confidential data, attempted to circumvent the Platform, violated applicable law, failed to disclose fees, or acted in a manner harmful to SellAnyBiz, users, or the integrity of the Platform.

18. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.

Any dispute arising out of or relating to this Agreement or use of the Platform shall be submitted to the exclusive jurisdiction of the state or federal courts located in the State of Florida, unless otherwise required by applicable law.

19. Amendments

SellAnyBiz may update or amend this Agreement from time to time by posting updated terms on the Platform or notifying users electronically.

Continued use of the Platform after updated terms become effective shall constitute acceptance of the revised Agreement.

20. Entire Agreement

This Agreement, together with any documents, policies, NDAs, brokerage agreements, commission agreements, or supplemental terms accepted through the Platform, forms the entire agreement between the Broker and SellAnyBiz regarding use of the Platform.