User Service Agreement

1. Acceptance of Terms

By creating an account, accessing, browsing, submitting information, signing documents, or using the Platform, the user ("User", "you", or "your") agrees to be bound by this User Service Agreement ("Agreement").

This Agreement is a legally binding contract between you and Sell Any Biz USA, LLC ("SellAnyBiz", "we", "us", or "our"). If you do not agree to these terms, you must not create an account or use the Platform.

2. Scope of Services

SellAnyBiz operates as a technology platform and facilitator for business marketplace listings, buyer and seller introductions, funding connections, company formation support, brokerage connections, document execution, and related business services.

SellAnyBiz is not a party to any transaction between buyers, sellers, brokers, investors, lenders, advisors, or third-party service providers unless expressly stated in a separate written agreement signed or accepted by SellAnyBiz.

SellAnyBiz does not guarantee that any listing, funding application, company formation request, brokerage process, buyer introduction, seller introduction, negotiation, valuation, due diligence process, or transaction will be successful or completed.

3. No Verification of Listings and Business Data

SellAnyBiz does not independently audit, verify, certify, or guarantee the accuracy, completeness, reliability, legality, profitability, valuation, financial statements, operational data, business claims, seller representations, buyer representations, or third-party information uploaded, displayed, or shared through the Platform.

All listings, documents, financial information, business descriptions, and related data are provided on an "as-is" and "as-available" basis.

Users are solely responsible for verifying all information before making any decision, signing any agreement, paying any deposit, investing, purchasing, selling, or entering into any transaction.

4. Investor and Buyer Disclaimer

Buying, investing in, funding, or acquiring a business involves significant commercial, financial, legal, tax, regulatory, operational, and market risks.

Each buyer, investor, or user acknowledges and agrees that they must conduct their own independent legal, financial, tax, commercial, operational, and professional due diligence before committing to any purchase, investment, funding, deposit, valuation, letter of intent, share purchase agreement, asset purchase agreement, or other transaction.

SellAnyBiz is not responsible for any financial loss, failed investment, failed transaction, incorrect valuation, business underperformance, seller misrepresentation, buyer misrepresentation, undisclosed liability, or third-party default.

5. No Fiduciary Duty or Advisory Relationship

Unless a separate written Broker-Client Agreement, Advisory Agreement, or Mandate Agreement is signed or accepted by SellAnyBiz, SellAnyBiz does not act as your agent, fiduciary, investment advisor, financial advisor, legal advisor, tax advisor, or business advisor.

The Platform may display listings, opportunities, business information, communications, or third-party service providers, but this does not constitute a recommendation, endorsement, professional advice, or guarantee by SellAnyBiz.

6. User Responsibility for Submitted Information

Each User is solely responsible for all information, documents, listings, financial data, messages, representations, and materials submitted or uploaded through the Platform.

By submitting any information, the User confirms that:

• a. the User has the authority to submit such information;
• b.the information is true and accurate to the best of the User's knowledge;
• c. the information does not infringe any third-party rights;
• d. the information is not misleading, fraudulent, unlawful, or uploaded for an improper purpose; and
• e. the User will promptly update or correct any material change or error.

SellAnyBiz reserves the right to remove, restrict, suspend, or reject any listing, account, document, or content at its discretion.

7. In-App Contract Execution and Electronic Signatures

The Platform may facilitate the preparation, review, acceptance, and execution of supplemental legal documents, including but not limited to NDAs, brokerage agreements, commission agreements, letters of intent, advisory agreements, service agreements, and transaction documents.

By clicking "Accept", "Agree", "Sign", submitting an electronic signature, or taking any similar action within the Platform, the User agrees that such action may create a legally binding agreement.

Electronic signatures, electronic acceptances, and electronic records used through the Platform are intended to be binding to the maximum extent permitted under applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act, where applicable.

Users are responsible for reviewing all documents carefully before signing or accepting them.

8. Independent Contracts Between Users

Contracts signed between Users, brokers, sellers, buyers, investors, lenders, consultants, advisors, or third-party service providers are independent contracts between those parties.

SellAnyBiz is not responsible for the performance, non-performance, breach, misrepresentation, negligence, advice, fees, commissions, services, or obligations of any User, broker, seller, buyer, investor, lender, advisor, consultant, or third party unless SellAnyBiz is expressly named as a party in the relevant written agreement.

9. Brokerage and Commissions

SellAnyBiz may provide technology tools that allow brokers, buyers, sellers, and other parties to disclose, agree, and execute commission or brokerage arrangements.

SellAnyBiz is not a party to any commission, brokerage, referral, advisory, or success fee agreement unless expressly stated in a separate written agreement.

All commissions, success fees, referral fees, advisory fees, seller-paid fees, buyer-paid fees, or broker-paid fees must be disclosed in the relevant agreement or transaction record.

10. Buyer Commission and Non-Exclusive Representation

Where a Buyer accepts a separate Buyer Commission Agreement or Non-Exclusive Buyer Representation Agreement through the Platform, the Buyer may be required to pay a buyer-side commission to the relevant broker or consultant.

Unless otherwise agreed in a separate signed agreement:

• a.the Buyer's obligation applies only to businesses specifically introduced to the Buyer through the Platform or by the relevant broker;
• b. the Buyer remains free to search for other businesses independently or through other brokers;
• c. if the Buyer completes a transaction for a business introduced through the Platform or by the relevant broker, the agreed commission shall remain due and payable even if the Buyer completes the transaction directly or through another party; and
• d. the commission shall be earned and payable in accordance with the separate commission agreement accepted by the Buyer.

SellAnyBiz shall not be liable for any dispute between a Buyer and broker regarding commission unless SellAnyBiz is expressly a party to that commission agreement.

11. Confidentiality

Users may receive confidential, commercial, financial, operational, personal, legal, or business information through the Platform.

Users agree to keep all non-public information confidential and not to disclose, misuse, copy, distribute, publish, or share such information except for the purpose for which it was provided or as permitted under a separate written agreement.

This confidentiality obligation applies to business listings, seller data, buyer data, financial documents, due diligence documents, transaction discussions, pricing, offers, negotiations, and signed agreements.

12. Privacy and Data Protection

Use of the Platform is also subject to SellAnyBiz's Privacy Policy, as updated from time to time.

By using the Platform, the User agrees that SellAnyBiz may collect, process, store, and use personal and business information in accordance with the Privacy Policy and applicable law.

13. Release of Claims

To the maximum extent permitted by law, the User releases SellAnyBiz USA, LLC, its owners, officers, directors, managers, employees, contractors, affiliates, and representatives from any claims, demands, losses, liabilities, damages, costs, or expenses arising out of or connected with:

• a. disputes between Users;
• b. business listings or seller information;
• c. buyer, seller, broker, advisor, lender, or third-party conduct;
• d. failed transactions or investments;
• e. inaccurate, incomplete, or misleading information provided by any User or third party;
• f. due diligence decisions made by Users; and
• g. any transaction entered into independently between Users.

14. Limitation of Liability

To the maximum extent permitted by law, Sell Any Biz USA, LLC's total aggregate liability for any claim arising out of or relating to the Platform, this Agreement, or the User's use of the Platform shall not exceed the total fees actually paid by that User directly to SellAnyBiz through the Platform during the twelve months immediately preceding the claim.

If the User has not paid any fees directly to SellAnyBiz during that period, SellAnyBiz's total liability shall not exceed USD 100.

SellAnyBiz shall not be liable for indirect, incidental, special, consequential, punitive, loss of profit, loss of business, loss of opportunity, loss of goodwill, or loss of data damages.

15. Intellectual Property

All software, code, design, branding, trademarks, trade names, logos, databases, platform features, workflows, content structure, and technology associated with SellAnyBiz.com, SellAnyBiz.ai, and the App are the exclusive property of Sell Any Biz USA, LLC or its licensors.

Users may not copy, reproduce, reverse engineer, modify, sell, license, distribute, or exploit any part of the Platform without prior written consent.

16. Suspension and Termination

SellAnyBiz may suspend, restrict, or terminate a User's account or access to the Platform at any time if SellAnyBiz believes that the User has breached this Agreement, submitted misleading information, misused confidential data, attempted to circumvent the Platform, violated applicable law, or acted in a manner harmful to SellAnyBiz, other Users, or the integrity of the Platform.

17. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.

The parties agree that any dispute arising out of or relating to this Agreement or the use of the Platform shall be submitted to the exclusive jurisdiction of the state or federal courts located in the State of Florida, unless otherwise required by applicable law.

18. Amendments

SellAnyBiz may update or amend this Agreement from time to time. Updated terms may be posted on the Platform or notified to Users electronically.

Continued use of the Platform after the updated terms become effective shall constitute acceptance of the revised Agreement.

19. Entire Agreement

This Agreement, together with any policies, notices, signed documents, or supplemental agreements accepted through the Platform, constitutes the entire agreement between the User and SellAnyBiz regarding use of the Platform.