Terms of Service

Effective Date: February 28, 2024

These Terms of Service ("Terms") constitute a legally binding contract between you and Arzani Ltd ("Arzani," "we," "us," "our") and govern your access to and use of our website, products, services, and applications (collectively, the "Services"). By using our Services, you agree to be bound by these Terms, our Privacy Policy (which is incorporated herein by reference), and any additional policies or order forms that we may publish from time to time (collectively, the "Additional Terms"). If you do not agree to these Terms, you must not access or use our Services.

PLEASE READ THESE TERMS CAREFULLY

Your use of our Services constitutes your acceptance of these Terms, and any modifications we may make from time to time. If you do not agree with any part of these Terms, please discontinue your use immediately.

PLEASE NOTE: Certain sections below—including Section 14 ("Choice of Law and Dispute Resolution")—contain provisions that affect your legal rights, including a binding arbitration clause and a waiver of your right to participate in class actions.

1 Who We Are and What We Do (and What We Do Not Do)

Arzani Ltd ("Arzani") operates an online marketplace for buying and selling businesses by providing access to business listings via our website and related products, services, and applications (the "Services"). Please note that:

Marketplace Role: Arzani is solely a platform provider. We do not purchase, sell, or broker any businesses listed on our Services.

No Professional Advice: We do not provide financial, legal, or other advisory services. Any interactions between Buyers and Sellers are solely between those parties. Arzani is not a broker, agent, or advisor, and any reliance on the information available on our Services is at your own risk.

Due Diligence: It is your responsibility to perform all due diligence regarding any business listings you view on the Services.

2 Who You Are

For the purposes of these Terms, "you" means any person, business, or legal entity that uses our Services. This includes:

  • Users who browse our Services without registering an account;
  • Buyers who access listings or other information through the Services;
  • Sellers who submit information regarding a business for listing on our Services.

Age Requirement:

You must be at least 18 years old to use the Services. If you represent an Organization (a business or other legal entity), you further represent that you have the full legal authority to bind that Organization to these Terms.

3 Use of the Services; Accounts

3.1 Provision of Access

Subject to your compliance with these Terms, Arzani grants you a non-exclusive, non-transferable, revocable right to access and use the Services for your internal purposes.

3.2 Use Restrictions

You agree not to, directly or indirectly, in connection with your access or use of the Services:

  • Copy, modify, adapt, or create derivative works of the Services or any of its content;
  • Rent, lease, lend, sell, license, sublicense, assign, or otherwise transfer any rights in the Services;
  • Reverse engineer, decompile, or disassemble any part of the Services;
  • Remove or alter any proprietary notices or labels on the Services;
  • Use the Services to build or support a competing product or service;
  • Infringe or violate any intellectual property or other rights of any person or entity, or any applicable law or regulation.

3.3 Your Account

Some portions of the Services may require you to create an account ("Account"). When creating an Account, you must provide accurate, complete, and current information, including contact and payment details. You are responsible for safeguarding your Account credentials and must notify us immediately of any unauthorized use.

3.4 Arzani Marketplace

When using our marketplace:

Arzani is not your broker or agent.

We provide only listing information; we are not the seller of any business.

Although we strive to provide accurate information, we do not perform due diligence on the listings, and we make no warranties regarding their accuracy, quality, or suitability for your purposes.

You are solely responsible for conducting your own due diligence.

4 Confidential Information; Non-Disclosure

4.1 Definition

"Confidential Information" means all technical, business, financial, and legal information disclosed by a Seller or made available through the Services that is marked or reasonably understood to be confidential. This may include trade secrets, proprietary information, strategies, customer lists, financial data, and other information that is not public.

5 Business Listings and Due Diligence

5.1 Listing Accuracy

Sellers are solely responsible for:

  • Ensuring all information provided in their listings is accurate, complete, and not misleading;
  • Maintaining and updating their listings to reflect any material changes;
  • Providing sufficient documentation to support any claims made in their listings;
  • Complying with all applicable laws and regulations regarding the sale of their business.

5.2 Buyer Due Diligence

Buyers must conduct thorough due diligence, including but not limited to:

  • Financial verification of all claims made in listings;
  • Legal compliance assessment;
  • Market analysis and valuation;
  • Verification of assets and liabilities;
  • Assessment of operational risks and requirements.

6 Transaction Safety and Security

6.1 Secure Transaction Guidelines

We strongly recommend that all parties:

  • Use licensed escrow services for all monetary transactions;
  • Engage qualified legal counsel to review all agreements;
  • Document all communications and agreements in writing;
  • Never send payments directly to unverified parties;
  • Report any suspicious activity immediately to Arzani and relevant authorities.

6.2 Prohibited Activities

The following activities are strictly prohibited:

  • Misrepresenting business information or financial data;
  • Engaging in fraudulent or deceptive practices;
  • Attempting to circumvent platform fees or security measures;
  • Sharing confidential information without authorization;
  • Using the platform for money laundering or other illegal activities.

7 Intellectual Property Rights in Business Transactions

7.1 IP Transfer Guidelines

For transactions involving intellectual property:

  • Sellers must provide clear documentation of IP ownership;
  • All IP transfers must be explicitly documented in the sale agreement;
  • Buyers should conduct thorough IP due diligence;
  • Both parties must comply with applicable IP laws and regulations.

8 Enhanced Dispute Resolution Procedures

8.1 Mediation Requirement

Prior to initiating arbitration, parties must:

  • Attempt to resolve disputes through direct negotiation;
  • Participate in mediation with a qualified mediator;
  • Document all attempts at resolution;
  • Share mediation costs equally unless otherwise agreed.

8.2 Specialized Business Transaction Disputes

For disputes involving complex business transactions:

  • Arbitration will be conducted by arbitrators with relevant industry expertise;
  • Parties may request expedited procedures for time-sensitive matters;
  • Confidentiality provisions shall be strictly enforced;
  • Interim relief may be sought from courts of competent jurisdiction.

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

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