Terms of Service
These Terms of Service (“Terms”) govern your access to certain information and use of the services provided by Quiet Light Brokerage, Inc., a North Carolina corporation (“QLB”). By utilizing QLB’s Services, you agree to be bound by these Terms.
Purpose and Confidentiality
1. Purpose. You understand that QLB provides services that include, but are not limited to, providing you access to information regarding certain online assets (“Listing”) owned and controlled by QLB’s client (“Client”) for the purpose of facilitating a potential sale and acquisition of those same assets (together the “Services”).
2. Confidential Information. You understand that your ability to evaluate the potential acquisition of any Listing depends upon your ability to access certain necessary information pertaining to a Client and a particular Listing. You further understand that this information may be confidential and proprietary. You thus acknowledge and agree that, before you receive any information related to a Listing, you must execute a valid Confidentiality and Non-Disclosure Agreement (“NDA”) with the applicable Client. You further acknowledge and agree that you shall be strictly bound by the terms of that NDA for the Listing that you request, and its associated Client, through these Terms.
Relationship and Communication
3. Agent of Client. You acknowledge and agree that QLB REPRESENTS AND IS AN AGENT OF THE CLIENT; consequently, QLB shall not represent you, and QLB shall not be your agent, for any reason or purpose.
4. Independent Advice. You specifically acknowledge and agree that QLB shall not act as your financial advisor, accountant, attorney, programmer, SEO-speciality, securities broker, or any other profession that may aid you related to any transaction that may stem from this Agreement, either directly or indirectly; and that, upon your own sole discretion, you may independently hire any professional that you deem necessary to protect your interests or assist you with any potential purchase related to QLB’s Services.
5. Accuracy of Information. You acknowledge and agree that the Client is the source of all financial or other business information that QLB may provide you, and further that that QLB does not verify that same information; provided, however, that for purposes of accessibility and clarity, QLB may present the information through a distinct summary or format that QLB designs. QLB consequently makes no representations or warranties regarding the accuracy or completeness of the information provides you related to a Listing. You acknowledge and agree that you shall not hold QLB responsible, or legally liable, for the accuracy or completeness of the information that QLB provides you. You further understand that the Client has sole authority regarding whether to sell any of the assets provided in a Listing. Finally, you agree to perform your own verification and due diligence for any Listing that is based on information that QLB provides you from the Client.
6. Exclusive Communication. You acknowledge and agree that QLB has the sole and exclusive right to communicate with a Client for all purposes related to a potential transaction and your due diligence; consequently, you shall not contact the Client, nor any of the Client’s agents (excluding QLB) including, but not limited to, the Client’s employees, contractors, vendors, or customers without QLB’s prior express written consent.
7. Marketing Fee. You understand that QLB has signed an agreement with the Client that entitles QLB to a fee should QLB finalize the sale of any associated Listing (the “Marketing Fee”). You further acknowledge and agree that violating Paragraph 6 of these Terms may compromise QLB’s rights to its Marketing Fee. You thus agree that, if you deliberately and intentionally have direct communication with the Client related to a Listing in violation of Paragraph 6 of these Terms, and you and a Client subsequently consummate a sale related to that same Listing, you shall be jointly and severally liable for that Marketing Fee; provided, however, that you shall not be liable for the Marketing Fee if the Client fails to pay QLB for any other reason not specified in this paragraph.
Structure and Nature of any Deal
8. Asset Sale, Release, and Indemnification. You acknowledge and agree that the Client has retained QLB to assist it with an asset sale and that QLB specifically markets each Listing as an asset sale. You thus agree that, if you and the Client subsequently decide, upon your own joint discretion, to engage in any form of a deal or arrangement other than an asset purchase and sale, you shall release QLB from any and all liability related to the non-asset purchase and sale; you further agree to indemnify and hold QLB, including its advisers, brokers, contractors, employees, successors, heirs, and affiliates, harmless from any actions that may result from your joint decision and transaction related to the same.
9. No Right to Information. You acknowledge and agree that these Terms shall not constitute your right to information regarding a Listing or a Client. Consequently, through the Client’s sole discretion, QLB may decline your request for information related to a Listing for any reason, or for no reason at all.
10. Non-Exclusivity and Material Change. You acknowledge and agree that you are just one potential buyer of any Listing and do not have any exclusive rights related to a Listing. You also acknowledge and agree that QLB and the Client may, at any point, be engaging with many potential buyers with written offers related to a Listing, each of which may involve distinct conditions and timelines; consequently, you acknowledge and agree that, if you render a written offer on any Listing, and subsequently make a material change to that written offer (e.g., the price, payment terms, or closing date), those material changes shall create a new written offer that renders the previous offer null and void.
11. Assumption of Risk. YOU ACKNOWLEDGE AND AGREE THAT PURCHASING BUSINESS ASSETS IS RISKY AND THAT THE RISK INCLUDES A POTENTIAL FINANCIAL OR BUSINESS LOSS. YOU THUS ACKNOWLEDGE AND AGREE THAT YOU ARE AWARE OF ALL RISKS ASSOCIATED WITH A TRANSACTION RELATED TO THESE TERMS AND HAVE NONETHELESS CHOSEN TO PROCEED DESPITE THOSE RISKS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT PAST PERFORMANCE IS NO GUARANTEE OF FUTURE PERFORMANCE.
Law, Limitation, and Arbitration
12. Adherence to Law and Indemnification. You understand that QLB is marketing Listings as an opportunity under the laws of the State of North Carolina. You and the Client jointly have discretion to utilize the laws of any applicable state or jurisdiction for a transaction related to a Listing and QLB’s Services; provided, however, that you acknowledge and agree that (a) you shall comply with all local, state, national, and international law and ordinances in such a transaction; and (b) you shall defend, indemnify, and hold harmless QLB, including QLB’s advisers, contractors, employees, successors, heirs, and affiliates, from any action resulting from your failure to adhere to one or more applicable laws.
13. Limitation of Liability. You understand that, because QLB plays a limited role in any transaction between you and the Client, that any potential liability should reasonably relate to QLB’s limited role; consequently, you acknowledge and agree that QLB shall not be liable to you for any claim or action related to QLB’s Services for any amount that exceeds Ten Thousand Dollars ($10,000.00) or the amount of the Marketing Fee, whichever is the lesser amount.
14. Arbitration and Choice of Law. You acknowledge and agree that any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of an agreement to arbitrate, shall be determined by arbitration in Hennepin County, Minnesota before one arbitrator. Further, unless the parties mutually agree in writing otherwise, the arbitration shall be administered by the National Arbitration Forum pursuant to the most applicable Forum Code of Procedure. Judgment on the award may be entered in any court of competent jurisdiction. The costs of this arbitration shall be borne equally between the parties, with each party to bear its own legal fees. The arbitrator shall apply the substantive law of the State of North Carolina, without regard to principles of conflicts of laws.