Terms of Use

These Exiter.ai Buyer and Seller Terms of Use (the “Agreement”) govern Your registration as a buyer or seller (“You”) on the Exiter.ai Marketplace, Your use of the Exiter.ai Marketplace and all tools offered on the Marketplace, including, but not limited to, the Valuation Tool, the Data Room, the Document Viewer, the message center, and any related services provided by Exiter.ai (collectively, the “Services”). This Agreement creates a binding contract between You and Exiter.ai, Inc., a Delaware corporation (“Exiter”, “We”, or “Us”). Please read the Agreement carefully, as it will define, and in some cases limit, Your rights with respect to Exiter and Your use of the Services.

These terms are an integral part of the https://exiter.ai (together with all its subdomains, the “Website”) Terms of Use that apply generally to the use of the Website. You should also carefully read our Privacy Policy.

The individual or entity whose name is set forth in the Exiter registration process represents and warrants to Exiter that: (i) they have the full right, power, and authority to enter into this Agreement on behalf of them and create a binding obligation on themself; (ii) the execution and delivery of this Agreement has been fully authorized by such individual or entity; (iii) they have not previously been terminated from using the Services for violating any agreement with Exiter; and (iv) all information provided by them is complete, accurate, and up-to-date.

IF YOU REGISTER AS AN INDIVIDUAL WITH EXITER DURING THE REGISTRATION PROCESS, AND IF YOU ARE A SELLER, THE BUSINESS YOU ARE LISTING TO SELL IS ORGANIZED AS AN ENTITY, OR IF YOU ARE A BUYER, THE FUND, ENTITY, OR ANY OTHER FORM OF INVESTMENT VEHICLE WITH WHICH YOU ARE SEEKING TO PURCHASE A BUSINESS IN THE EXITER MARKETPLACE IS ORGANIZED AS AN ENTITY, YOU HEREBY AGREE TO THIS AGREEMENT ON BEHALF OF SUCH AN ENTITY AND REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED AND HAVE THE AUTHORITY TO BIND SUCH AN ENTITY TO THIS AGREEMENT.

2.1 Your Materials

You are solely responsible for: (a) all materials and company data submitted to Exiter for inclusion in a business listing or profile description or for use in connection with the Services, including business listings, business details, financial information regarding Your business, documents, information, URLs, contact information, and media, whether or not created originally by You (“Your Content”); and (b) all websites and content linked, or otherwise referenced, in Your Content (the “Linked Content” and together with Your Content, “Your Materials”).

2.2 License

You hereby grant to Exiter a royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable right and license to copy, modify, display, distribute, perform, create derivative works from, store and otherwise use and exploit, all Your Content, in any form through any media, software, or technology, in connection with: (a) providing You the Services; and (b) distributing Your Content on or in connection with the websites and other properties owned, operated, or powered by Exiter (including its subsidiaries) (the “Exiter Properties”) or through its authorized partners and licensees. Exiter makes no claim to any ownership interest in Your Content obtained from You under this Agreement, and no ownership rights will be transferred under this Agreement.

2.3 Representations and Warranties

You represent and warrant to Exiter that: (a) You hold all ownership rights, including all applicable intellectual property rights, in Your Content necessary to grant Exiter the license in Section 2.2 and Your Content will not violate any third-party rights; (b) Your Content, and Your use of the Services, do not violate, facilitate, or encourage violation of any applicable law, and You will not discriminate in the purchase or sale of any business on the basis of any protected class under applicable laws; (c) Your Content is not obscene, defamatory, disparaging, deceptive, profane, or indecent; (d) the provision of Your Content does not violate any confidentiality obligations to which you are bound; and (e) Your Content is not misleading, intentionally or negligently fraudulent, and is true and correct in all respects as of the date of its disclosure.

2.4 Display; Listing Quality

Exiter will have the sole right to determine the placement and location of all or any portion of Your Content on the Exiter Marketplace. You are responsible for promptly updating Your Content and Your contact information as necessary, including updating any changes to Your profile or listing regarding availability, pricing, or content. Exiter has the right, in its sole discretion, to remove or modify Your Materials for any reason, including format, spelling, or other matters of presentation, or if Exiter believes Your Materials violate this Agreement. You hereby authorize Exiter to modify Your Materials for listing and presentation purposes on the Exiter Marketplace.

3.1 Prohibited Uses

You will not, and will not authorize any party to: (a) provide any fraudulent, negligently misrepresentative, or otherwise misleading listings; (b) use any Services for benchmarking or similar testing; (c) use any automated or manual means of scraping or data extraction to collect Exiter listing, profile, or any advertisement related information from the Exiter Properties except as expressly permitted by Exiter, in writing; (d) use any Services for the purpose of building a competitive product or service; (e) list anything illegal or engage in any illegal or fraudulent business practice; (f) conduct automatic queries, including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity meant to obtain information from the Services or interfere with the performance of the Services; (g) re-post or display in any way the public or confidential information of any business on any other domain, whether private or public; (h) sell, purchase, advertise, solicit, or engage in securities transactions, as the term security is defined in the Securities Act of 1933, as amended, in any way; (i) advertise in any way, in any format, on the Exiter Properties; or (j) download, copy, redistribute, or otherwise extract any documents from any Data Room to which You have been granted access.

3.2 Confidentiality

The confidentiality of Your information on Exiter is critically important and something we take very seriously.

The term “Evaluation Material” means information concerning a provider of information (“Provider”) which has been or is furnished to a recipient of information (“Recipient”) or its Representatives in connection with the Recipient’s evaluation of a possible transaction (a “Possible Transaction”) on the Exiter Marketplace, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder.

Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient’s Representatives who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction.

3.3 Source of Information

All Evaluation Material that is displayed or shared in the Exiter Marketplace or anywhere else on the Exiter Properties is material that is shared by the respective buyer or seller, or generated by Exiter’s valuation team, and does not constitute a guarantee by Exiter. Exiter makes no representations or warranties of any kind regarding such Evaluation Material beyond its own internally generated reports.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY REPRESENTATIONS OR WARRANTIES RELATED TO THE EVALUATION MATERIAL PROVIDED BY A BUYER OR SELLER ARE MADE BY THE BUYER OR SELLER, AS THE CASE MAY BE, SHARING OR DISPLAYING SUCH EVALUATION MATERIAL, AND NOT BY EXITER OR ANY OF ITS PERSONNEL.

4.1 Locations. We do not perform business or service any customers located in any U.S. sanctioned country.

4.2 Deal Structures. Exiter facilitates the purchase and sale of businesses and business assets in the Exiter Marketplace.

4.3 No Securities. We do not promote, encourage, solicit, or facilitate the sale of securities in the Exiter Marketplace in any way. If we determine that You are promoting, encouraging, or facilitating a securities transaction in the Exiter Marketplace, we will remove You effective immediately.

We reserve the right to disallow any transaction or remove any user from the Exiter Marketplace for any reason, including, but not limited to, whether the transaction or user would violate any applicable law, regulation, or statute.

5.1 Account Suspension or Termination

You may end Your legal agreement with Exiter at any time by deactivating Your account(s) and discontinuing Your use of the Services. If we have determined that You have breached any terms of this Agreement, we may suspend or permanently disable Your account. We reserve the right to update, suspend, discontinue any Services, to remove You as a registered buyer or seller or otherwise terminate or suspend Your account(s) with us at any time, for any reason, with or without cause and in our sole discretion.

5.2 Data Room Access Fees

Buyers may be required to pay a one-time access fee to unlock a business’s Data Room. This fee grants access to confidential business documents, financial statements, and other materials uploaded by the seller or generated by Exiter’s valuation team. Data Room access fees are non-refundable once access has been granted.

5.3 Valuation Services

Exiter provides free business valuations to registered sellers. These valuations are prepared by the Exiter valuation team using industry-standard methodologies and are for informational purposes only. See Section 7 for important limitations regarding valuations.

6.1 Exiter facilitates an online marketplace that allows potential buyers of businesses to discover, evaluate, and connect with sellers of businesses (the “Exiter Marketplace”). Exiter provides business valuations, secure Data Rooms for document sharing, and tools to facilitate the acquisition process.

6.2 Exiter provides a secure Data Room for each listed business that contains confidential documents, financial information, and valuation materials. Buyers who have paid the Data Room access fee may view, but not download, the documents contained within.

You hereby acknowledge and agree that Exiter DOES NOT engage in, or IS NOT, any of the following:

1. Unless we have entered into a separate agreement with You that explicitly establishes an agent-principal relationship in writing, Exiter does not represent You in any fiduciary, agent-principal, broker, attorney-client, or any other capacity whatsoever. Exiter is NOT Your attorney, broker, fiduciary, agent, or representative.
2. Exiter is not a law firm and the Services do not constitute legal advice. Any information that Exiter provides regarding M&A transactions is for informational purposes only.
3. Exiter does not facilitate or assist with any closing items of any kind, including obtaining tax or lien clearances, publishing bulk sale notifications, or filing purchase price allocation forms. All closing items are exclusively Your responsibility.
4. Exiter does not broker or transact any of the transactions on the Exiter Marketplace. Exiter does NOT act as a business broker, investment banker, M&A advisor, business transfer agent, or intermediary.
5. Exiter performs no technical, legal, financial, or any other kind of due diligence on buyers or sellers and makes no representations, warranties, or guarantees regarding such buyers or sellers. Exiter cannot guarantee whether a business listed on the Marketplace is suitable for a potential buyer.
6. Exiter is not a valuation firm. While our team prepares valuations using industry-standard methodologies, these valuations are estimates and are for informational purposes only. There may be many unknown or unexpected factors that could affect the market value of a business.
7. Exiter does not guarantee the success of any M&A transaction originated in the Exiter Marketplace.
8. Exiter does not engage in dispute resolution of any dispute between you and any buyer or seller on the Exiter Marketplace.

FOR THE AVOIDANCE OF DOUBT: YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR PERFORMING ALL DUE DILIGENCE ON ALL BUYERS AND SELLERS IN THE EXITER MARKETPLACE.

The Data Room is provided for the purpose of sharing confidential business information between sellers and authorized buyers. By accessing a Data Room, You agree to the following:

1. You will not download, screenshot, photograph, copy, or otherwise reproduce any documents contained in the Data Room.
2. You will not share, forward, or distribute any information obtained from the Data Room to any third party without the express written consent of the seller.
3. All documents in the Data Room are provided “as is” and Exiter makes no representations or warranties regarding their accuracy, completeness, or fitness for any purpose.
4. Documents generated by Exiter (such as valuation reports, comparable transaction analyses, and due diligence checklists) are prepared using reasonable methodologies but are not a substitute for independent professional analysis.

EXITER PROVIDES THE SERVICES AND ALL OTHER RESOURCES “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”, WITH THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT WITH YOU, AND WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to You.

UNDER NO CIRCUMSTANCES WILL EXITER OR ITS SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF EXITER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO ANY ASPECT OF THE SERVICES, WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF THE SERVICES, FROM INABILITY TO ACCESS THE SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THE SERVICES.

EXITER’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF $100.00 OR THE AMOUNT YOU HAVE PAID EXITER IN THE PAST 12 MONTHS, IF ANY.

You shall defend, indemnify, and hold harmless Exiter, its subsidiaries, and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees related to (i) Your use or misuse of, or access to, the Exiter Marketplace, any resource provided by Exiter, including the Data Room, or Your Materials, (ii) any breach of any covenant, representation, or warranty contained in this Agreement, (iii) the truth or falsity of any information contained in Your Materials, any Evaluation Material, or any other information posted, displayed, shared, or used in connection with your use of the Exiter Properties.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Delaware.

Exiter reserves the right, in its sole discretion, to modify or replace any of this Agreement, or change, suspend, or discontinue the Services at any time by posting a notice on the Website or by sending You notice via e-mail. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.

14.1 Assignment. You will not assign any of Your rights or delegate any of Your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void.

14.2 No Waivers. The failure by Exiter to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.

14.3 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than You.

14.4 Severability. If any provision of this Agreement is invalid, illegal, void or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions.

14.5 Notices. Electronic notices should be sent to admin@exiter.ai.

14.6 Attorneys’ Fees. In the event any dispute arises out of this Agreement, the substantially prevailing party shall be entitled to an award of its reasonable attorneys’ fees and other related costs.