TERMS AND CONDITIONS OF USE
Last Modified: October 11, 2022
1.Bankers Deals Inc. (“Bankers Deals”, "we", "us" or "our") is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44). These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of our website, our online platform hosted at https://bankersdeals.com and related domains, along with our iOS and Android apps. Collectively our website, the related web platform and mobile apps for connecting buyers and sellers of businesses are referred to in these Terms as the “BD Platform”.
2.These Terms have provisions which limit our liability and impose obligations on you. You must review these Terms carefully before using the BD Platform. By using the BD Platform, you, the user ("you" or "your"), represent and warrant that (i) you are at least 18 years old; (ii) you have read and understand these Terms and agree to be bound by them; and (iii) you will use your account for business purposes only. If you are under the age of 18, you shall not, under any circumstances or for any reason, use the BD Platform.
Acceptance Personally and on Behalf of Your Organization
3.If you are using the BD Platform on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Bankers Deals Inc.
4.As the BD Platform continues to evolve, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you use the BD Platform, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the BD Platform after such amendments have been posted. If you do not agree with the amendments, you shall immediately stop accessing the BD Platform and terminate your account, subject to the terms provided for herein. We may also undertake to send you an email or display notice of any changes to the Terms or policies in your account.
6.If you use the BD Platform to carry on your own business, you agree that it is your responsibility to ensure you comply with applicable privacy laws on the collection, storage and use of personal information you collect on or as a result of your use of the BD Platform.
About Our Online Service
7.The BD Platform is an introduction service that connects buyers and sellers of businesses in various sectors all over the world. We are not a registered broker or securities dealer, we do not represent either buyer(s) or seller(s), nor do we provide advice on or facilitate the closing of any purchase or sale transaction. We merely present sellers or their brokers with the opportunity to list or display information about their business for sale, while at the same time, allow interested buyers to provide the particulars of the types of businesses they seek to acquire.
8.As the BD Platform merely connect various users, your relationship with us is that of an independent contracting party. You are not as an employee of ours and regardless of whether you are acting individually or if you are operating your own business in using the BD Platform, you are not an agent, joint venturer or partner of ours and you hereby waive the application of the Partnerships Act, RSO 1990, c P.5 in Ontario, Canada (where we are based) and any successor or similar legislation in any other jurisdiction. You agree that to the fullest extent permitted by law, no partnership relationship shall exist or be deemed to exist between you and us.
Establishing an Account
10.We may send you emails and text messages with information about your account, login security codes and with listing or profile information we think you may be interested in on the BD Platform. You can unsubscribe from such communications at any time from within your account.
11.You represent and warrant to us, and all other users of the BD Platform, that the information provided about yourself, your organization and any corresponding profile information is true, accurate and not misleading.
13.Upon establishing an account, we grant you a non-transferable, non-exclusive license to access the BD Platform in accordance with these Terms. However, we reserve the right to revoke that license and your access to the BD Platform without justification or cause, at any time. We make no representations or warranties as to the ongoing availability of the BD Platform, or your access to it.
Account Not Transferrable
14.Access to your account is not transferrable and is only intended for you, the individual who established the account, even if your account is paid for or made accessible to you by an organization (such as your employer or other third party). As a result, you are not permitted to change the name associated with your account.
15.You are responsible for safeguarding the password you use to access the BD Platform and you agree not to disclose your password to any third-party.
16.You agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email account and/or mobile phone number registered on the BD Platform (i) you are responsible for ensuring that your email address and phone number provided to us are accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.
17.You agree you are responsible for any activity on your account and all correspondence provided to us from any email address or phone number used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person whose name and personal information is registered and associated with the account.
18.You must immediately notify us of any unauthorized use of your account.
19.You must inform us of any changes to your contact details and other information provided to us, including, but not limited to, your email address and telephone number.
Acceptable Use of the BD Platform
20.In using the BD Platform, you agree, and you represent and warrant to us and all other users of the Platform, that you:
a) Will not use the BD Platform in a way that has any unlawful or fraudulent purpose or effect;
b) Will not attempt to uncover the name(s) of any business or other users of the BD Platform by using access to information made available by us, without paying for tokens or credits to access the names of such businesses or individuals as contemplated on the BD Platform.
c) Will not sell, republish or distribute any information obtained on or via our Website which was only made accessible to you as a result of paying for account access or credits associated with your account;
d) Will not list any information about a business you intend to sell that is intentionally misleading or fraudulent;
e) Will comply with all applicable laws, rules and regulations and not do anything that may give rise to civil or criminal liability, cause us damage or encourage someone to do something that constitutes a criminal offence;
f) Will not use or disclose personally identifiable information belonging to others except (i) with their consent; and (ii) in accordance with applicable privacy laws, rules and regulations;
g) Will not disclose confidential information or trade secrets unless you are permitted to do so under applicable laws, rules, regulations and contracts;
h) Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, threatening, racially or ethnically offensive or abusive, that would violate a third party’s rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;
i) Will not upload, transmit, disseminate, post, share, store, use any content, data or information, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;
j) Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
k) Will not impersonate any person, organization or entity, including any of our employees or representatives or falsely state or otherwise misrepresent your affiliation with any person or entity or express or imply that we endorses any statement you make;
l) Will not upload, copy, distribute, share, create or otherwise use content, code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;
m) Will not access the BD Platform by any means other than through the interface provided by us for use, whether via the Website or mobile apps (if we make mobile apps available for use in connection with your account);
n) Will not use any software bot or data scraping techniques that accesses the BD Platform to scrape or pull data for any purpose, whether such data was displayed publicly or privately behind our paid member account access;
o) Will not collect, harvest or store any personally identifiable information, including user account information, from us;
p) Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the BD Platform and its underlying software code; and
q) Will not circumvent, disable, violate or otherwise interfere with any security related feature of the BD Platform.
21.We may, but have no obligation to, remove users from the BD Platform that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.
22.Our fees for using the BD Platform are displayed our website and denominated in USD (United States Dollars). By agreeing to these Terms, you agree to pay all fees associated with or arising from your account. Our fees are subject to change, however, we will never apply changes retroactively to account fees or credits already paid for. You may elect to cancel your account after such changes have been communicated to you in accordance with the termination provisions of this agreement.
23.You agree and acknowledge that credits purchased on our website to access account features and information expire in accordance with the terms posted on our website, which are incorporated by reference herein.
24.Additional pricing and payment terms related to sales tax may be specified on the BD Platform. Those terms, as amended from time to time, are incorporated by reference and form part of this agreement.
25.You agree to pay any and all sales taxes, whether Canadian or foreign, applicable to this agreement or arising in any way from your account, credits and access to and use of the BD Platform.
26.You agree that it shall be your sole responsibility for declaring and paying all taxes arising from income, gains, or transactions you enter which are, in any way, related to the BD Platform or which arose from your use of the BD Platform, including but not limited to sales, income and capital gains tax, in all applicable jurisdictions.
27.You agree to indemnify us against any claims from a government or taxing authority arising from or related to your failure to pay (or withhold) applicable taxes.
28.We use Stripe, Inc., Stripe Payments Canada, Ltd. and their related entities (collectively “Stripe”) in order to process payments from you in connection with your account. For more information on Stripe’s terms of service and privacy practices, visit https://stripe.com/en-ca/ssa and https://stripe.com/en-ca/privacy. We make no representations of any kind, express or implied, regarding Stripe, including but not limited to the safety, security or reliability of their systems. You agree that you use (and permit us to use) Stripe entirely at your own risk.
29.The BD Platform, including our iOS and Android apps, do not have features to permit the use of your device’s camera for automating the population of fields, including for example, data entry into credit card fields. Any features that permit such functionality are not provided by us. To the extent such features are available for use in connection with the BD Platform, you acknowledge that they are offered by your device’s manufacturer or other third party. You agree that you access and use such features at your own risk.
30.We do not offer refunds unless we charge you in error. If you believe we charged you in error, you must contact us within thirty (30) days of such charge.
ACCEPTANCE OF RISK AND DISCLAIMERS
31.The BD Platform is provided "as is" without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.
32.You accept all risks associated with using the BD Platform, including those arising from interacting with other users, buyers and sellers.
33.While we may require users to amend or modify content they publish or upload to the BD Platform, we do not review all such information or vet or confirm the accuracy of such information. Nor do we research, endorse, validate or certify any User Content (defined below) or any other information submitted or uploaded by users on the BD Platform. You access such information at your own risk, and accept the responsibility of confirming the accuracy of any information displayed or accessed via the BD Platform.
34.As a user, it is your responsibility to confirm the accuracy of information you upload or review on the BD Platform, and to conduct such other due diligence as may be necessary in connection with any transaction or agreement arising from or related to the BD Platform.
35.The BD Platform merely connects you as a buyer or seller of a business, with other users and provides a platform for sharing information related thereto. The BD Platform is not intended to be a ‘deal room’ or to facilitate the due diligence or closing processes related to any transaction.
36.We are not a mergers and acquisitions brokerage firm or licensed broker dealer, we do not represent either buyer(s) and/or seller(s), nor do we provide any services to assist you with a transaction arising from our Website.
37.We make no representations or warranties that you have not already been in contact with, or know the particulars of a prospective buyer or seller of a business or a particular transaction or opportunity. If we connect you with a prospective buyer or seller who you have already been in contact with, or are aware of, we do not offer any refunds on fees paid or payable to us.
38.We do not provide investment advice, or represent or warrant that any businesses on the BD Platform constitute good investments, or that a particular investment or transaction should be entered.
39.We do not take part in the negotiation or execution of any transaction related to or in connection with any business listed on the BD Platform.
40.You agree that we are not responsible for any non-performance or breach of any contract entered into between you with another user or between you and any third party;
41.You agree that we bear no liability to you for any failure of another user or third party to fulfil their obligations under any deal, agreement, transaction or investment;
42.We cannot and do not guarantee that the other users or parties to a deal or transaction you enter will perform any deal or transaction obligations concluded or arising in connection with the BD Platform.
43.You should consult professional advisors (lawyers, accountants, tax advisors, investment advisors, business valuators and others) before entering any agreements or transactions.
44.Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users on the BD Platform, our independent contractors, payment processors or third-party service providers.
45.You acknowledge that we rely on a number of third parties to make the BD Platform available, including data and web hosting providers and third party software developers. Data and information may be transferred over various networks and devices not owned or controlled by us. You should not upload or share any highly confidential or sensitive information on the BD Platform. While we and our third party software and technology providers take certain security measures in relation to the BD Platform, you acknowledge that in using online platforms, there is a risk of hacking and unauthorized access to and use of your information.
46.You agree that, while we strive to have the BD Platform error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of the BD Platform. We may also perform scheduled maintenance which will result in the BD Platform being unavailable for certain periods of time.
47.Without limiting any other section of these Terms, you agree that to the extent there are network, server, internet, cell tower or other outages that impact our ability to display, or your ability to access the BD Platform, that we are not liable or responsible to you for the inability to access the platform.
48.While users are required to comply with these Terms, including the acceptable use terms listed above, we make no representations and grant no warranties that other users, who operate independently on the BD Platform, have in fact or will in fact, comply with all such terms.
49.We make no representations and grant no warranties as to the content uploaded by other users on the BD Platform. We have not conducted any background checks or verified the identity of other users or the businesses they represent or purport to represent. Simply by virtue of another user or business being listed on our platform does not constitute our endorsement of that user, their business or that they are trustworthy.
50.While other users of the BD Platform upload information about themselves, their services and their business, we do not independently verify that information or take measures to confirm the identity of other users in all cases and as such, do not make any representation or warranty that any of the information provided about another user is true or accurate.
51.You agree that we shall not be obligated to and accept no liability or responsibility for resolving or managing disputes which may arise between you and any other user. If you have a dispute with another user, it is your responsibility to take your own legal action against such user. You agree that we will not, nor will be required to, mediate or resolve any dispute or disagreement between you and other users and/or any third parties.
52.You agree and acknowledge that we do not provide tax, legal or other professional advice (nor shall anything you read on the BD Platform, our marketing materials or discussions you have with us be construed as such). You are responsible for obtaining your own tax, legal and other professional advice on any transactions and the conduct of due diligence in relation to any prospective transactions you pursue, arising out of or in anyway related to the BD Platform.
53.You assume all risks associated with dealing with other persons whom you meet, or, come in contact with as a result of using the BD Platform, whether in person, online or offline, via telephone, text message or any other form of communication.
Limitation of our liability
54.YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
55.IF YOU ARE DISSATISFIED WITH THE BD PLATFORM, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE BD PLATFORM.
56.IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE (IN WHOLE OR IN PART), YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF THE BD PLATFORM, YOUR FAILURE TO BE ABLE TO USE THE BD PLATFORM OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE GREATER OF (I) CAD $25.00 OR (II) THE AMOUNT YOU HAVE PAID TO US IN CONNECTION WITH THE USE OF YOUR ACCOUNT OVER THE PREVIOUS THREE (3) MONTHS FROM THE DATE YOU FIRST RAISED YOUR CLAIM WITH US.
57.YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE BD PLATFORM WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
58.Obligations in Favour of Third-parties. You agree that any provisions herein which obligate you to limit the liability of, hold harmless or indemnify any person or entity who is not a party to this agreement (such as our directors, officers, shareholders, employees and others), that such obligations are accepted by us as agent and trustee for each such third-party. We declare ourselves trustee of such covenants and obligations for each such third party and you agree that such covenants and obligations may be enforced by us on behalf of any such person.
60.The BD Platform contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. You are not permitted to copy, use or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on the BD Platform without the express consent of the owner.
61.All rights, title and interest in and to the BD Platform are and will remain the exclusive property of Bankers Deals Inc. and our licensors.
62.The BD Platform and all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. You agree not to reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the BD Platform or any content thereon, without our express written consent. You also agree not to copy, modify or reverse engineer the software code which underlies the BD Platform.
63.You are not permitted to use any trademark or trade name of Bankers Deals Inc., including our logo, without our express permission.
64.The BD Platform permits you and other users the ability to upload and post content ("User Content"). You own your User Content. While it may be displayed publicly on the BD Platform, you can delete your User Content at any time. We do not pre-screen all User Content uploaded or posted to the BD Platform by you or other users.
65.In connection with your User Content, you affirm, represent and warrant that you own or have the necessary licenses, rights, consents and/or permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your User Content in the manner contemplated by the BD Platform.
66.You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the BD Platform in order to facilitate the ordinary use of the BD Platform.
67.We do not consider proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements you provide us (“Feedback”) to be confidential information. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.
68.If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the BD Platform, please notify us at [email protected]. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.
69.Whether or not we are affiliated with websites or third-party vendors that may be linked to the BD Platform, you agree that we are not responsible for their content. Internet links found on the BD Platform, whether posted by us or a third party, are not an endorsement and we do not represent or warrant the accuracy or truth of the contents, or endorse the products, services or information found on said websites. You access those links and corresponding websites at your own risk.
Law of the Contract (Governing Law) and Jurisdiction.
70.These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.
71.Any dispute, controversy or claim arising out of or relating to these Terms, or any document incorporated by reference, including any question regarding their existence, interpretation, validity, breach or termination, or the business relationship created by these Terms or any document incorporated by reference, shall be referred to and finally resolved by arbitration at ADR Chambers (https://adrchambers.com) under the ADR Chambers Arbitration Rules (see https://adrchambers.com/arbitration/). The place of the arbitration shall be Toronto, Ontario, Canada, or may be held electronically at the discretion of the arbitrator. There shall be a single arbitrator. There shall be no appeal from the decision of the arbitrator on questions of fact, law, or mixed fact and law.
72.If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
No Interpretation Against Drafter
73.If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial By Jury
74.To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
76.Though we would much rather you stay, you can stop using the BD Platform at any time. Please contact us to learn more about terminating your account at [email protected]. Notwithstanding your decision to delete your account or nor longer use the BD Platform, you agree to pay all fees and taxes outstanding as set out in these Terms and as posted on our website and the BD Platform.
77.Except as otherwise set forth in these Terms, upon termination, any and all fees paid hereunder are non-refundable and any and all fees owed to us, before such termination, shall be immediately due and payable. In addition to the foregoing, you shall be liable for: (i) any losses, damages and liabilities that may have been incurred by us prior to termination; and (ii) the costs and expenses (including attorneys' fees) that may incurred by us for recovering such losses and damages post termination. Upon termination, any and all rights granted to you will immediately be terminated, and you shall promptly discontinue all use of and access to the BD Platform. Your payment obligations, as stated above, shall survive the termination of these Terms.
78.We also reserve the right to suspend your account or access to the BD Platform at any time, with or without reason or cause, and with or without notice.
79.The cancellation, suspension or termination of access to the BD Platform shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
Assignment of this Agreement
80.These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the BD Platform by a third party, the transfer of control of Bankers Deals Inc. or otherwise.
Right to Seek Injunction
81.Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
82.Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
83.Any new features that augment or enhance the BD Platform, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms.
84.This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) by publication of a subsequent version of these Terms; or (ii) in writing, in an addendum or other agreement, signed by a duly authorized representative of Bankers Deals Inc.