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”). As further detailed in these Terms, these services include, but are not limited to, providing you access to information regarding certain online assets (a “Listing”) owned by one or more of QLB’s clients(s) (a “Client”) and assisting you and the Client facilitate the potential sale and acquisition of those assets (together the “Services”). By using QLB’s Services you agree to be bound by these Terms.
1. 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 QLB will be the sole source of this information. You also understand that any information that QLB provides you regarding a Client or a Listing may be confidential and proprietary.
2. You understand that a Client may require that you execute a Confidentiality and Non-Disclosure Agreement (“NDA”) before QLB provides you a Listing or any further information. You thus agree that, if a Client notifies QLB of this requirement, which is solely within a Client’s discretion, you will execute an NDA in conjunction with each relevant Listing that QLB provides you. You must execute this required NDA before receiving any information about a Listing and QLB has no obligation to provide you information about a Client or a Listing before execution. Each NDA will apply to an associated Listing. You have no right to information about another Listing, even if associated with the same Client, until you execute a new required NDA associated with that separate Listing.
3. You understand that you have no right to any information, whether confidential or otherwise, regarding a Client or a Listing. QLB may condition the disclosure of any information upon your release of required including, but not limited to, proof of available funds or financing that would be necessary for a potential purchase.
4. You understand that QLB is providing you information about a Client and a Listing for the sole purpose of allowing you to perform the necessary due diligence for the potential acquisition of online assets owned by that Client. You thus agree that you will not use any information obtained from QLB about a Client for purposes that are inconsistent with this limited purpose; including, but not limited to, the discovery of profitable niches, business ideas, vendor relationships, marketing methods, employees, contractors, or other information that may be used to compete with that Client, whether directly, or indirectly through a third party. This section does not apply to information that you learn about a Client through sources other than QLB in the ordinary course of business.
5. You agree that, upon the execution of the associated NDA, you will not contact any of the Client’s agents (excluding QLB); including, but not limited to, a Client’s employees, contractors, vendors, or customers, other than to perform your due diligence in the pursuit of a potential acquisition. You further agree that your obligations under paragraphs 4 and 5 will terminate two (2) years after your execution of the NDA associated with a Listing.
Parties’ Relationship and Communication
6. You understand that QLB REPRESENTS AND IS AN AGENT OF THE CLIENT. QLB consequently does not represent you and QLB is not your agent. You are entitled to retain, at your own expense, your own advisor, lawyer, accountant, programmer, SEO-specialist, or any other party whom you believe may assist you with any potential acquisition or related matter.
7. You understand that QLB does not create nor generate any information that it provides you, nor does QLB verify that same information. QLB consequently makes no representations or warranties regarding its accuracy or completeness. You agree that you will 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 you inquire into that is based on information provided by QLB as a pass-through entity.
8. You understand that QLB has signed an agreement with the Client that entitles it to a fee should QLB finalize the sale of any associated Listing (the “Marketing Fee”). You further understand that contacting the Client directly may compromise QLB’s rights to its Marketing Fee. You thus agree not have any direct communication with the Client related to the sale of the Client’s online assets described in a Listing, other than to perform your due diligence in the pursuit of a potential acquisition, for a period of two (2) years after you execute an NDA associated with that Listing. You further agree that, if you violate this section, and you subsequently purchase associated assets, you will be wholly responsible and liable to QLB for the Marketing Fee if QLB cannot collect the Marketing Fee from the Client after reasonable efforts.
Structure and Nature of any Deal
9. You understand that the Client has retained QLB to assist it with an asset sale. If you and the Client decide to engage in any other form of a deal or arrangement other than an asset purchase/sale, you agree to release QLB from any liability related to that non-asset purchase/sale. You also agree to indemnify and hold QLB, including its advisers, contractors, employees, successors, heirs, and affiliates harmless from any actions that may result from that decision or transaction.
10. You understand that QLB does not sell, nor participate in, any real estate transactions. If you require any real estate transfer related to QLB’s Services, you agree to engage a properly licensed entity or person for that purpose. You further understand that QLB will not act as your financial advisor, accountant, attorney, or securities broker/dealer, and that you will not construe QLB as such. You understand that you may hire any professional that you feel is necessary to protect your interests or assist you with any potential purchase related to QLB’s Services.
11. You understand that you are just one potential buyer of any Listing and have no exclusive rights to any Listing. You also understand that QLB and the Client may, at any point, engage other buyers and compare offers. You agree that, if you submit a letter of intent to purchase any Listing, and you subsequently change the material terms of your offer (e.g., price, payment terms, closing date), then your previous offer is null and void.
12. You agree that, because QLB did not create nor generate any information related any Listing, and does makes any warranty or representations regarding any accuracy or completeness, QLB is not responsible or legally liable for the content of that information. You therefore agree to release, defend, indemnify and hold harmless QLB from any claims of misrepresentation related to this information. You further agree to defend, indemnify, and hold harmless QLB for any claims by successors, assigns, or interested parties to your participation in any transaction or proposed transaction related to QLB’s Services.
13. YOU UNDERSTAND THAT THE PURCHASE OF ANY BUSINESS, ENTITY, OR BUSINESS ASSETS IS RISKY AND THE RISK INCLUDES THE POTENTIAL LOSS OF PRINCIPAL. YOU THEREFORE AGREE THAT YOU ARE AWARE OF THE RISKS OF THIS TYPE OF TRANSACTION, AND THAT YOU HAVE CHOSEN TO PROCEED DESPITE THOSE RISKS. YOU FURTHER UNDERSTAND THAT QLB DOES NOT PERFORM DUE DILIGENCE ON ANY LISTINGS AND PRESENTS MATERIAL INFORMATION AS IT WAS PRESENTED BY THE CLLIENT. YOU ARE SOLELY RESPONSIBLE FOR CONDUCTING YOUR OWN DUE DILIGENCE INVESTIGATIONS ON ALL POTENTIAL DEALS. YOU FURTHER UNDERSTAND THAT PAST PERFORMANCE IS NO GUARANTEE OF FUTURE PERFORMANCE.
14. Unless otherwise provided herein, your obligation under these Terms shall expire two (2) years from the first date of inquiry. If you wish to review Listings after this expiration date, you must renew these Terms through subsequent execution. If QLB provides you information related to a Client(s) or a Listing(s) after this expiration date without your subsequent execution, you agree that these Terms will be deemed automatically renewed for that information.
Law, Limitation, and Arbitration
15. You understand that QLB is marketing Listings as an opportunity under the laws of the state of North Carolina. You agree that, for any transaction that you undertake with a Client through QLB’s Services, the transaction will adhere to all local, state, national, and international laws and ordinance; including, for example, if you and a Client choose to perform the sale and acquisition of online assets under the laws of a state other than North Carolina, fully adhering to that state’s laws. You further agree that you will defend, indemnify, and hold harmless QLB, including QLB’s advisers, contractors, employees, successors, heirs and affiliates, from any actions resulting from your failure to adhere to one or more laws.
16. You warrant and agree that you have the full and complete authority to bind all entities, whether presently identified or later created, that you are acting on behalf of in your pursuit to potentially purchase online assets through QLB’s Services and these Terms. You further agree to be responsible and legally liable for those same entities under these Terms as if that entity directly agreed to these Terms.
17. You understand that QLB plays a limited role in any transaction between you and the Client and that any potential liability should reasonably relate to QLB’s limited role. You thus agree that QLB will not be liable to you for any claim or action related to QLB’s Services for any amount that is more than the lesser of Ten Thousand Dollars ($10,000.00) or the amount of the Marketing Fee that QLB collects through a transaction involving you and the Client.
18. You agree that any claim or dispute arising under, or in any way related to, QLB’s Services will be decided through arbitration. This arbitration shall be administrated by the National Arbitration Forum (a/k/a FORUM) under the FORUM Code of Procedure for Resolving Business-to-Business Disputes that is in effect when any claim is filed.
You agree that, before filing any claim with FORUM, you will make a good-faith attempt to resolve any dispute or controversy prior to proceeding with arbitration for thirty (30) days. This period will begin upon QLB’s receipt of a written notice or demand that specifies the nature of the dispute or controversy to be resolved.
The arbitration will be conducted by a single arbitrator unless the amount under dispute exceeds, or can reasonably be expected to exceed, $500,000 and thus will be conducted by a panel of three (3) arbitrators if either party submits a timely written request for such a panel. The arbitrator(s) will be selected according to the procedures established by the applicable arbitration rules. In the event of three (3) arbitrators, the chair will be selected by mutual agreement of the parties; provided, however, that if the parties cannot agree upon a chair, FORUM will independently select the chair through its sole discretion. All arbitrators will be demonstrably knowledgeable in the broader subject area of commercial law and ideally in the area of brokerage services.
The arbitration hearing will be held in person; provided, however, that the arbitrator(a) may conduct any pre-hearing conference by telephone or by videoconference. Discovery will be limited to a timely exchange of documents, whether physical or electronic, and a maximum of one (1) deposition per side. Electronic documents (e.g., email correspondence, text messages, electronic work product) will be exchanged between the parties in .pdf form with appropriate Bates numbering labels. Upon a request by either party, the arbitrator(s) may grant leave for a request for additional discovery (e.g., interrogatories or an additional deposition), or discovery in a different format (e.g., native form), and compel production of the same, upon a showing of good cause and substantial need.
The location of the arbitration will be in Hennepin County, Minnesota. The arbitrator(s) will apply the substantive law of the State of North Carolina, without regard to principles of conflicts of laws.
The parties will divide the cost of the arbitration evenly, including the cost of the arbitrator(s), but each party shall be solely responsible for their own legal fees, regardless of any outcome or award.
Any award by the arbitrator(a) will include the arbitrator’s reasoning. Any award by the arbitrator(s) may also be entered as a judgment in any court of competent jurisdiction.
The parties will keep all arbitration proceedings confidential, including, but not limited to, the participants, documents, testimony, and the contents of any arbitration award; provided, however, a party may reveal confidential information to the extent necessary to (1) conduct the arbitration itself; (2) compliance with any proceeding before a court of competent jurisdiction related to the same arbitration; or (3) as otherwise required by law.