Last Modified: June 18, 2019

Welcome to “Buyertise Inc.” (“Buyertise“, “we“, “us“, or “our“), the online business listing service available through the Website (defined below) relating to a business for sale marketplace and related communication services, sites, applications and tools (collectively, the “Service“) that is owned, operated, or powered by Buyertise. Your (the “User“, “you” and “your” as the context requires) use of the Service is subject to and governed by these Terms of Use in combination with any other applicable agreement including but not limited to the Privacy Policy, which is incorporated by reference in to these Terms of Use (the Privacy Policy together with the Terms of Use, the “Terms“).

PLEASE READ THE BUYERTISE TERMS CAREFULLY AS THEY ARE LEGALLY BINDING AGREEMENT BETWEEN YOU AND BUYERTISE AND INCLUDE IMPORTANT INFORMATION ABOUT YOUR USE, RIGHTS, LIABILITY AND OBLIGATIONS. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO ALL OF ITS RESPECTIVE TERMS AND CONDITIONS. Also by agreeing to these Terms, you are waiving, to the extent permitted by applicable Law any rights or legal requirements that require an original (non-electronic) signature or delivery or retention of non-electronic records in order for a contract to be legally binding.

BY USING THE WEBSITE, submitting User Input to, or accessing information from the Service, YOU AGREE TO THE TERMS and represent and warrant that you have the right, power and authority to agree to and be bound by such Terms.

If you do not or are unable to agree to these Terms, do not submit information to, or access information from, the Service any continued use of the Service by you shall be considered as your consent and agreement to the Terms.

Buyertise may update these Terms at any time and without notice. The most current version of these Terms can be found at https://www.buyertise.com/.

1. DEFINITIONS

1. “Account” means a User’s account that was registered on the Website and created for the purpose of using the Service;
2. “Broker” means an individual, organization, corporation, sole proprietorship, partnership or other company form who represents they are a licensed and legally able to act on behalf of a business seller or in any other capacity representing in the jurisdiction or jurisdictions represented. Buyertise does not and shall not have any obligation to independently verify the license and legal ability of individuals identified as brokers, agents, or other individuals making representation(s) on the Website. It is the Users responsibility to confirm the licensed status of any brokers, agents, or other individuals making representation on the Website.
3. “Buyertise” has the meaning given to it above;
4. “Content” means any business listings, business broker / professional directory, financial information, valuation reports, text, document, articles, blogs, links, reports, data, databases, tools, e-mail, code, photographs, pictures, audio, video, postings, graphics (including illustrations and animations), comments, interfaces, webpages, files, software, product names, company names, Intellectual Property, or other information otherwise made available to User or posted by an a User in the Service;
5. “Credentials” means account log-in and other unique details which are relevant to your access to the Service;
6. “Dispute” means any controversy, dispute, disagreement or claim arising out of, relating to or in connection with the Website or the Service or any breach thereof, including any question regarding its existence, validity or termination;
7. “Intellectual Property” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; semiconductor chip protection and mask work right; the protection of works of authorship or expression and copyright (whether or not registered); trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any Laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages;
8. “Intellectual Property Rights” means all rights relating to Intellectual Property, now or in the future, throughout the world, now existing and later filed, issued or acquired Intellectual Property;
9. “Laws” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority having jurisdiction;
10. “Listing” means a disclosure of information, photographs, images, video, or other content provided by User, Broker, or other individual that outlines information to be used on the Website. All information provided by a User, Broker or other individual on the Website provides base on information being FULLY PUBLIC INFORMATION;
11. “person” is to be broadly interpreted and includes an individual, a corporation, sole proprietorship, a partnership, a trust, firm, an unincorporated organization, trust, body corporate, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity
12. “Privacy Policy” means the Buyertise privacy policy https://www.buyertise.com/privacypolicy, as may be amended from time to time;
13. “Service” has the meaning given to it above;
14. “Terms” has the meaning giving to it above;
15. “Terms of Use” means the terms and conditions set forth in this Terms & Conditions of Use, as may be amended from time to time;
16. “User” means any person using the Service, whether or not he or she has registered for an Account;
17. “User Input” means any Content submitted or otherwise shared by you in the course of use of the Service, including suggestions, modifications or other actions undertaken by you or is otherwise shared with Users through Buyertise;
18. “Website” means (i) https://www.buyertise.com/ and any sub-domain or any such website with a similar domain name, and (ii) any mobile application for such websites or any other website operated by us, in connection with the Service provided to you.

2. GENERAL PROVISIONS

1. Buyertise is only responsible for providing the Service to the User. Buyertise provides the Service in its own corporate capacity and not as an employee, agent, joint venture, partner or representative of a User.
2. The Service includes material and information collected from and provided by third parties that we may not have evaluated or reviewed. Buyertise does not make any warranty, guarantee or representation as to the competence, quality or qualification of any other User Content that you may utilize in the Service. Buyertise is not responsible for any third party content including any omissions, errors or misrepresentations. You use the Service “as is” “where is” and at your own risk.
3. User privileges are granted to you by Buyertise exclusively and are granted specifically to the registered User only. Your User rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone without the express written permission of Buyertise. You acknowledge that as a User you are subscribing to the Service solely for the User’s own benefit or as authorized on behalf of other persons. If the User is an organization, you agree to the Terms on behalf of that organization and represent that you have authority to bind that organization to the Terms.
4. We invite you to bring to our attention any materials or information on the Website that you believe to be inaccurate. Please forward a copy of the materials or information to 4INFO@buyertise.com, along with an explanation of the inaccuracies.

3. ACCOUNT MANAGEMENT

1. Credentials. As a registered User, you are required to maintain a valid email address, Account and Credentials, which shall be utilized for your access and use of the Service. Your Account must be opened in your full legal name or the legal name of the organization which you are representing. You are not permitted to share their Credentials with others and you agree to keep your Credentials confidential. Buyertise has the right to refuse Service to any User that refuses to abide by the Terms of Use herein or abuses their rights related to the Service.
2. Suspicious Activity.
   1. If at any time you believe the confidentiality of any part of your Credentials has been compromised (e.g. you or someone you authorized has shared your Credentials with a third party or you believe there is a credible chance of the security of your account being compromised) you will notify Buyertise immediately.
   2. If Buyertise suspects any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have the obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.
3. Cancellation by User. As a User, you may decide to cancel your Account at any time; provided however, that if you have subscribed for services pursuant to a fee agreement the terms of that agreement shall apply to any termination of such Service fee arrangement.
4. Cancellation by Buyertise. Buyertise reserves the right to suspend, and if deemed appropriate, in Buyertise’s sole discretion and without notice, cancel a User’s right to use the Service and remove their Account and any associated Listings and other associated User Content from the Website.

4. COMPANY COMMUNICATION

Buyertise utilizes email as a vital and primary communication channel with Users. As a registered user, the User hereby acknowledges and grants Buyertise permission to communicate with User via email (as well as other communication channels such as phone) for any purpose Buyertise determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Buyertise will use best efforts to honor User’s request to opt out of marketing messages, but under no circumstances will Buyertise have any liability for sending any email to its registered Users. With respect to sharing any personal data with third parties, Buyertise does so in compliance with applicable Law. For more information, please visit the Privacy Policy.

5. FEES AND PAYMENTS FOR THE SERVICE

1. Fees Payable by Users. You hereby agree to the pricing and payment terms as agreed between you and Buyertise or the applicable services, as we may update from time to time in our sole discretion (see Section 5(c)).
2. Refunds. If we terminate, suspend or remove your account in connection with your violation of the Terms, we are not obligated to refund you any amounts already received.
3. Fee Changes. We may in the future implement a new fee, or modify an existing fee, for certain current or future services offered through Buyertise. If we revise our fees, we shall notify you by posting the revisions on the Website or by sending you an email directly about the payment agreement.
4. Currency. All fees and transactions shall be as set out on our Website or mutually agreed upon between Buyertise and a counterparty or in your payment terms depending on which jurisdiction is applicable to you and your use of the Service.
5. Third Party Payment Processors. Users acknowledge that all transactions involving payments must comply with the terms and conditions of the third party payment service provider. We do not provide those payment services, are not a party to any license or agreement you may have with the applicable third party payment provider, and shall not be liable or responsible for your use of those third-party payment services.

6. REPRESENTATIONS AND RESTRICTED ACTIONS OF USER

1. Representations. As a User, and in consideration of opening an Account, you acknowledge and agree and represent to Buyertise and all other Users, and acknowledge that Buyertise and all other Users are relying on the truth and accuracy of these representations that:
   1. if you are an individual, you are 18 years old or older;
   2. if you are an organization person, you are duly organized and subsisting under the Laws of the jurisdiction of your formation;
   3. you have the capacity to bind yourself, or such other organization which you may be representing, to our Terms;
   4. all business and associated information you provide on the Website or in connection with the Service is accurate and that you will ensure that said information remains accurate;
   5. you have received all necessary rights, consents and/or authorizations from the appropriate persons, including, without limitation, photographers and/or copyright owners of any photographs, business owners, other business Brokers, or any other person with any rights to any Content used in your Listing;
   6. your use of the Service shall (A) be solely for purposes that are permitted by these Terms, (B) not infringe or misappropriate the Intellectual Property Rights of any person, and (C) comply with all applicable Laws; and
   7. if you are a Broker User you are qualified and have complied with the all of the Laws in the jurisdiction in which you are using the Service.
2. Restricted Actions. You covenant with Buyertise, and acknowledge that Buyertise is relying on the truth and accuracy of these covenants, that you shall not:
   1. provide Buyertise with the e-mail address or other personally identifying information (e.g. name, address) of third party persons whom you do not have an existing relationship with us;
   2. publish Content that violates any person’s Intellectual Property Rights or Laws in any form whatsoever;
   3. register for more than one Account on your own behalf or behalf of an organization;
   4. misrepresent your identity (e.g. represent to anyone in relation to Buyertise that you are someone else or you are affiliated with someone that you are not);
   5. in regards to fees, circumvent the payment methodology of the Service;
   6. share your Credentials with any person;
   7. make use of the Service to do anything other than to carry out activities which are normally related to activities conducted using the Service;
   8. reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of the Service;
   9. rent, lease, sell, resell, assign, timeshare, offer in a service bureau, reproduce or otherwise make any part of the Service available to any third party, other than to a User;
   10. damage, disable, overburden or impair our servers or network, or interfere with any other person’s use and enjoyment of the Service;
   11. access the Service in order to build a commercially available product or service which competes with the Service which includes data scaping of information whether for personal or commercial use;
   12. copy any features, functions, integrations, interfaces or graphics which are part of the Service;
   13. make statements on any part of the Website on any topic, particularly regarding Content and the Service, which could reasonably be considered false or misleading;
   14. willfully (A) tamper with the security of the Service, including attempting to probe, scan or test the vulnerability of Buyertise or to breach its security or authentication measures or (B) attempt to gain unauthorized access to the Service, the Website or our computer systems or networks through hacking, password mining or any other means;
   15. share any sensitive or confidential data with us which, in the normal course of events, would demand special handling and introduce a security burden on us that is not agreed upon by us in writing in advance of receipt of such data; and
   16. transmit any information, through the Service in any other manner, which may be: (A) unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane; (B) in violation of a person’s Intellectual Property Rights or is subject to Intellectual Property Rights; (C) refutes or is contrary to what is set out anywhere in the Service; (D) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (E) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any person; and (F) violates the privacy of any person.

We reserve the right to investigate and prosecute, to the fullest extent of the law, any violation of the subsections (i) to (xvi) above.

7. PRIVACY POLICY

Use of the Website and the Service is subject to the terms of the Privacy Policy. By using the Website and the Service, you agree to be bound by the terms of the Privacy Policy.

8. INTELLECTUAL PROPERTY RIGHTS

1. Buyertise Intellectual Property Rights.
   1. The Website and Intellectual Property Rights in the Website (including, without limitation, any Content) are owned by us and/or our licensors. We and our licensors reserve all Intellectual Property Rights; and
   2. You shall not obtain any interest in or rights to Buyertise’s or our licensors’ Intellectual Property Rights as a result of use of the Website and the Service. Any unlicensed use, reproduction, or distribution is expressly prohibited.
2. User Links. Users may create their own link to the Website, provided that the link is in a text-only format. Users may not use any link to this Website as a method of creating an unauthorised association between a person, event, goods or services and Buyertise, and agree that no such link shall portray Buyertise or the Service in a false, misleading, derogatory or otherwise objectionable manner. Creation of such link does not provide and interest in or rights to Buyertise’s or our licensors’ Intellectual Property Rights. Buyertise reserves the right to withdraw permission to use links to this Website at any time.
3. User Content.
   1. Users grant Buyertise and its affiliates and licensees a royalty-free, worldwide, transferrable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Website or the Service any User Content, including but not limited to User Input and Listings, submitted to the Website or provided to Buyertise while accessing the Service.
   2. You may only publish one Listing on the Website for each individual business entity (e.g. multiple business advertisements within a Listing, or multiple Listings for the same entity, are not permitted), and you may not more than one business on the same Listing.
   3. Buyertise reserves the right to remove all or any part of the Listings posted on Buyertise website at Buyertise’s sole discretion.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION

IN NO EVENT SHALL BUYERTISE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THESE TERMS OF USE. The User’s exclusive remedy, and Buyertise’s entire liability to User shall be a refund to the User of the fees paid to Buyertise hereunder within the past 1 month, and in no event will Buyertise’s liability for any reason exceed such fee. Buyertise (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from the User’s use of the Service or Websites, and the User shall indemnify Buyertise (and Buyertise’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, legal fees) as a result of a claim by any person other than the User arising from the User’s use or application of the Service or Websites.

10. WARRANTY DISCLAIMERS

1. THE SERVICE IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” COMPANY DOES NOT ENDORSE OR RECOMMEND ANY CONTENT ARISING OUT OF THE SERVICE AND USER USES SUCH CONTENT AT USER’S OWN RISK. COMPANY MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS, CONTENT, WEBSITE, DELIVERABLES OR SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF CANADA, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.
2. THE USER IS SOLELY RESPONSIBLE FOR CARRYING OUT INVESTIGATIONS OF ANY OTHER USER CONTENT PUBLISHED ON THE WEBSITE OR FORMING PART OF THE SERVICE. BUYERTISE DOES NOT CONDUCT ANY INVESTIGATIONS OR DUE DILIGENCE INTO ANY PERSONS CONTENT OR ADVERTISING ON THE WEBSITE AND THE INCLUSION OF ANY BUSINESS IS NOT A RECOMMENDATION FROM BUYERTISE ABOUT THAT BUSINESS. BUYERTISE DOES NOT WARRANT OR REPRESENT THAT ANY PARTICULAR RESULTS OR OUTCOMES WILL BE ACHIEVED THROUGH USE OF THE WEBSITE OR SERVICE.
3. BUYERTISE WILL USE REASONABLE ENDEAVOURS TO MAKE THE WEBSITE AND SERVICE AVAILABLE AT ALL TIMES BUT DOES NOT WARRANT OR GUARANTEE THAT THE WEBSITE OR SERVICE WILL ALWAYS BE AVAILABLE OR THAT THEY WILL BE UNINTERRUPTED OR ERROR FREE.
4. BUYERTISE WILL USE REASONABLE EFFORTS TO BACKUP USER DATA BUT DOES NOT WARRANT OR GUARANTEE THAT USER DATA STORED ON THE WEBSITE WILL BE PRESERVED.
5. THE WEBSITE MAY CONTAIN LINKS TO OTHER WEBSITES OPERATED BY PERSONS OTHER THAN BUYERTISE WHICH ARE BEYOND BUYERTISE’S CONTROL. PERSONS OTHER THAN BUYERTISE MAY PROVIDE SERVICES OR SELL PRODUCT LINES ON THIS SITE THAT TAKE YOU OUTSIDE OF BUYERTISE’S WEBSITE. THIS INCLUDES LINKS FROM ADVERTISERS, SPONSORS, AND CONTENT PARTNERS THAT MAY USE BUYERTISE’S LOGO(S) AS PART OF A CO-BRANDING RELATIONSHIP. FOR EXAMPLE, IF YOU CLICK ON A BANNER ADVERTISEMENT THE CLICK MAY TAKE YOU OFF OF THE WEBSITES. BUYERTISE DOES NOT CONTROL, IS NOT RESPONSIBLE FOR EXAMINING OR EVALUATING, AND DOES NOT WARRANT THE OFFERINGS OF, ANY OF THESE BUSINESSES OR PERSONS OR THE CONTENT OF THEIR WEBSITES. BUYERTISE DOES NOT ACCEPT ANY RESPONSIBILITY OR ASSUME ANY LIABILITY FOR THE ACTIONS, PRODUCT, OR CONTENT OF ANY OF THESE AND ANY OTHER THIRD PARTIES. BUYERTISE MAKES NO REPRESENTATIONS AND CANNOT BE HELD RESPONSIBLE FOR THE ACCURACY, RELEVANCY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL ON SUCH THIRD PARTY WEBSITES. WHEN YOU CLICK ON A LINK THAT LEAVES BUYERTISE WEBSITE, THE WEBSITE YOU WILL NAVIGATE TO IS NOT CONTROLLED BY BUYERTISE AND DIFFERENT TERMS OF USE AND PRIVACY STATEMENTS MAY APPLY. BUYERTISE DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ALL LIABILITY FOR ANY VIRUSES, WORMS, TROJAN HORSES, DEFECTS, OR OTHER MALFUNCTIONS CAUSED BY, RESULTING FROM, EXISTING WITHIN, OR IN CONNECTION WITH SUCH THIRD PARTY WEBSITES AND ANY LINKS THERETO.

11. DISPUTE RESOLUTION

1. Arbitration. In the event of a Dispute, the parties involved shall use their best efforts to negotiate a resolution. They shall consult and negotiate with each other, in good faith, to reach a just and equitable solution satisfactory to all parties. If the parties do not reach a solution to a Dispute within fifteen (15) business days following the first written notice of the Dispute by any party to the other, then upon written notice by any party to the other, the Dispute shall be finally and conclusively resolved by confidential arbitration confidential arbitration in Calgary, Alberta, Canada. Arbitration commenced under these Terms of Use shall be conducted under the most current National Arbitration Rules of the ADR Institute of Canada as of the date of commencement of arbitration. There shall be one arbitrator selected in accordance with the Rules. The parties to the arbitration shall equally share the fees of the arbitrator and the facility fees and the parties shall each bear their own legal costs and expenses of the arbitration; provided that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. The arbitrator’s award shall be final and binding with no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law, and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use shall be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise.
2. Injunctive Relief. Notwithstanding the foregoing, each party shall have the right to seek injunctive or other equitable relief that may be related to the breach of confidentiality obligations or violation of the Intellectual Property Rights set forth in these Terms of Use.
3. Waiver of Class Proceedings. Users hereby waive any right they may have to commence or participate in any class action lawsuit against Buyertise related to any claim, dispute or controversy and, where applicable, you and any User hereby agree to opt out of any class proceeding against us otherwise commenced.

12. MISCELLANEOUS

These Terms of Use, the Service and the Deliverables provided by Buyertise shall be governed by the laws of the province of Alberta. The parties hereby consent to the exclusive jurisdiction and venue of the Provincial and Queen’s Bench Courts of Alberta. If any provision of these Terms of Use is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms of Use, which shall remain in full force and effect.

These Terms of Use shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, successors and permitted assigns. The rights under these Terms of Use or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by the User without the prior written consent of Buyertise, which retains the right to withhold consent in its sole discretion.

All notices to Buyertise must be in writing and must be sent registered mail, certified mail, overnight mail or email.