BizPort Terms of Service

1. Who "You" Are

"You" refers to any person or entity that uses the Services, including:

• Visitors who browse without creating an account
• Users who register to access listings or communicate on the platform
• Sellers listing a business or asset
• Buyers evaluating or pursuing an acquisition
• Brokers, advisors, or third parties using the platform

If you create an account on behalf of an entity, you confirm that you have authority to bind that entity.

2. BizPort Is Not a Broker, Agent, Fiduciary, or Advisor

BizPort is a technology platform providing marketing, listing, communication, and workflow tools.

BizPort does not:

• act as a broker, agent, intermediary, or fiduciary
• negotiate deal terms or structure transactions
• prepare or negotiate escrow or closing documents
• hold client funds
• provide valuation, legal, tax, accounting, or financial advice
• represent buyers or sellers in any transaction

All negotiations, due diligence, pricing, financing, and closing activities occur directly between Buyer and Seller and/or through their chosen advisors and escrow providers.

3. Marketplace Listings

Sellers are solely responsible for the accuracy, completeness, and legality of their listing information. BizPort does not verify financials or representations.

BizPort may remove listings that violate these Terms.

Buyers must conduct independent due diligence and rely on their own advisors.

4. Accounts and Verification

You must provide accurate and current information when creating an account. BizPort may request identity verification for safety or compliance purposes.

BizPort may suspend or terminate accounts for violations of these Terms.

5. Fees and Payment Terms

5.1 Platform Fees

Paid platform features (including data rooms, marketing tools, or premium services) may incur fees. All fees are disclosed before purchase and are non-refundable unless required by law.

5.2 Marketing Service Fee (Seller)

Sellers who list a business agree that:

• 3–8% success fee at close, depending on deal size. No upfront retainer.
• The fee is calculated based on the total consideration of the transaction, which includes cash at closing, earnouts, seller notes, inventory value, and any other components of the deal structure - not solely the cash paid at closing
• The applicable rate is set out in the written agreement signed by both the Seller and an authorized representative of BizPort. For a full breakdown of our fee structure, see our Pricing page
• The fee is due immediately upon closing
• The fee is paid via the third-party escrow provider
• Seller authorizes escrow to deduct and remit BizPort's fee from Seller's proceeds

BizPort never holds transaction funds.

5.3 Referral Fees (Buyer - Separate Agreement Required)

Certain buyers may enter into a separate written Referral Agreement with BizPort governing introductions to off-market or targeted acquisition opportunities.

• Referral fees are not governed by these Terms alone
• Referral fee terms, payment timing, and calculation are governed exclusively by the applicable Referral Agreement
• If a Referral Agreement exists, it shall control in the event of any inconsistency with these Terms
• Buyer introductions remain credited to BizPort for twenty-four (24) months from the date of introduction, meaning any transaction closing within this period involving an introduced party is subject to applicable fees

Use of the Services alone does not create any obligation to pay referral fees.

6. Escrow Payments

All transaction funds must pass through an independent third-party escrow provider.

Buyer and Seller acknowledge:

• Escrow handles all financial flows
• BizPort is not a party to any escrow arrangement
• BizPort does not prepare or negotiate escrow documents
• BizPort does not hold or control funds

7. Communications and Data Rooms

Users are responsible for the content they upload or transmit. BizPort does not review or verify user-provided materials.

Data rooms are provided as a convenience only.

8. Due Diligence and Transactions

All due diligence, deal structuring, negotiations, financing decisions, and closing outcomes are determined solely by Buyer and Seller.

BizPort does not guarantee:

• valuation accuracy
• business performance
• deal completion
• buyer or seller qualifications
• legal, tax, or financial outcomes

9. Legal and Tax Advice

BizPort does not provide legal, tax, accounting, valuation, or financial advice. Users are solely responsible for retaining and compensating their own advisors.

BizPort does not prepare, review, or negotiate transaction, escrow, or closing documents.

10. No Guarantee of Sale

BizPort does not guarantee that any listing will receive offers, attract buyers, or result in a completed transaction.

11. User Conduct

Users agree not to:

• misrepresent financials or business performance
• upload unlawful, infringing, or deceptive content
• bypass the platform to avoid BizPort fees
• harass, defraud, or abuse other users
• interfere with platform security or operations

BizPort may suspend accounts or remove content for violations.

12. Intellectual Property

BizPort owns all rights to the platform, branding, software, and design.

Users retain ownership of uploaded content but grant BizPort a license to host and display such content within the platform.

13. Privacy

Your use of the Services is governed by BizPort's Privacy Policy.

14. Disclaimers

The Services are provided "as-is" and "as-available." BizPort disclaims all warranties, express or implied, including accuracy, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

To the maximum extent permitted by law:

• BizPort shall not be liable for indirect, incidental, consequential, exemplary, or punitive damages, including loss of profits or business opportunity
• BizPort's aggregate liability under these Terms shall not exceed the greater of:
  • $100, or
  • fees paid by you to BizPort in the previous six (6) months

For users who have executed a separate Referral Agreement, the limitation-of-liability provisions in that Referral Agreement shall govern with respect to any referral-related claims.

BizPort has no liability for Buyer–Seller disputes or transaction outcomes.

16. Indemnification

Users agree to indemnify and hold BizPort harmless from claims arising out of:

• inaccurate or misleading information
• violations of these Terms
• legal, tax, or regulatory issues
• escrow or closing disputes
• user negligence or misconduct

17. Third-Party Services

Escrow providers, payment processors, identity-verification partners, and communication tools are independent third parties. BizPort is not responsible for their performance or terms.

18. Modifications

BizPort may update these Terms at any time. Continued use of the Services constitutes acceptance of the updated Terms.

19. Termination

BizPort may suspend or terminate access for violations, misuse, or security concerns.

20. Referral Agreements; Non-Circumvention

If you enter into a separate Referral Agreement with BizPort:

• That agreement governs referral fees, payment timing, non-circumvention, and liability caps
• Non-circumvention obligations may survive termination of Services
• Acquisition of a referred business through affiliates or related parties may still trigger referral-fee obligations
• The twenty-four (24) month introduction credit period applies to all buyer introductions, regardless of whether the buyer's account remains active

21. Arbitration & Class Action Waiver

All disputes must be resolved through binding arbitration on an individual basis. Users waive the right to jury trials and class actions.

22. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflicts-of-law principles.

23. Contact

For questions or support: support@biz-port.com