Terms of Service - Sellers

These Terms for Sellers are applicable to all users defined as Sellers using Boopos platform (the “Terms”). Boopos Services are provided by Boopos Innovation, Inc., a Delaware corporation (“Boopos”). Please review these terms carefully. By accepting these Terms, you acknowledge that you have read and understood them and agree to be bound by them. If you do not agree to these Terms, you should refrain from using Boopos services.

A seller using Boopos platform (“Seller”) is defined as a natural person or a company that owns business assets (the “Business” or the "Businesses") or have the authority to act on behalf of the owner in connection with a potential sale, change in control, merging, consolidation, transfer, of such Business (the “Transaction”).

The Boopos platform (the “Platform”) provides access to a selected list of registered buyers, Sellers and Businesses, operating as a marketplace that facilitates the potential completion of the Transaction. The use of the Boopos platform is subject to these Terms, as well as the general Terms of Service found on the Boopos website (www.boopos.com/terms-of-service).

Boopos and the Seller shall each be considered a “Party”, and both together, the “Parties”.

1. Scope

You, as the Seller, represent that you have full right, authority and capacity to complete the Transaction (on behalf of yourself or the entity that you represent), and hereby agree to list your Business for sale on the Platform, subject to these Terms.

The purpose of listing your Business in the Platform is to conduct a Transaction as described on these Terms. Other types of agreements, deals or negotiations that do not represent Transactions are not allowed to be offered, sold or marketed in the Platform, including, but not limited to, the purchase and sale of any equity securities, including common stock, preferred stock, or limited liability ownership interests, and the purchase and sale of any debt security, including, but not limited to, any note, bond, or any evidence of indebtedness.

Boopos does not represent you in any fiduciary, agent-principal, broker, representative, attorney-client relationship, or any other capacity whatsoever and your use of the Services does not create, by implication or otherwise and without limitation, any fiduciary duty, attorney-client relationship, representation, warrant, or any other sort of professional relationship or representation whatsoever. Boopos shall not be responsible or liable for the Seller usage of the Services, as Boopos shall not be construed as providing attorney, broker, fiduciary, agent, or any sort of other representative or professional services other than the access to the Platform.

2. No Investment Advice from Boopos

Sellers understand that Boopos will not give any advice or recommendations about whether an investment or Transaction is appropriate or suitable for any of the Parties. Decisions to buy, sell, or hold any investment rest solely with the Parties, or any authorized person or advisor, if applicable. Boopos exercises no discretion over your account(s) and makes no investment decisions for the Seller or any buyer.

By making information available to you on our Platform, we are not recommending or advising Parties that invest in any particular Transaction, or use any investment strategy. Information on our Website is not personalized to fit any needs, reflect financial circumstances or investment objectives. The Transactions presented on our Platform might not be suitable for any of the Parties. Parties alone determine that all investments entail risks, and are responsible for determining whether they can afford the risks of using our tools or making any Transaction.

Although we may provide information that helps you to assess your own tolerance for risk, or otherwise assist you and seek to educate users in various ways, we do not determine if the information or tools we provide to view or select Transactions or otherwise assist or seek to educate you will result in suitable or profitable investments for you.

Boopos also does not provide legal advice, assistance with closing items, business brokerage, investment banking, or any other professional services related to the process conducting Transactions. Any information that Boopos or its employees or independent contractors provide are for informational purposes only and is not professional advice and should not be interpreted or treated as such.

Boopos is not a valuation firm and any valuation or benchmarking tool provided through the Platform shall be construed as for informational purposes only. Boopos cannot guarantee the accuracy of the information that appears on the Platform, including in any Business data or Transaction details. Parties should independently verify all information that may appear on the Platform prior to making any decisions about conduction any Transaction.

3. Information Provided

The Seller represents that all of the information provided to Boopos or to the buyer through the Platform, including, but not limited to, information provided as part of any Seller interviews, documents, agreements or financial statements, either electronically or in writing, is complete, true and accurate. Further, Seller agrees to notify Boopos or the buyer of any changes to such information within a reasonable period of time.

4. Closing of a Transaction

The Seller will inform Boopos, via e-mail communication to support@boopos.com or to their designated Boopos advisor, or by other means expressly facilitated by the Platform, about the execution of any document in connection with the Transaction, including letters of intent, pre-agreements, asset purchase agreements or any other type of document relating to the sale, change in control, merging, consolidation, transfer of the Business. Additionally, any such documents shall be shared to Boopos in their original form, without any edits or modifications since their execution by the Parties.

The Seller agrees to use a reputable escrow agent that shall be previously approved by Boopos for the closing of the Transaction (the “Escrow Agent”). Exceptionally, Boopos may approve a direct cash transfer from Seller to buyer as the Transaction comes to its closing procedures, in which case Boopos shall be informed of the funds flow and timing of the transfers.

5. Pricing

In the event of a successful sale, change in control, merging, consolidation, transfer of the Business by the Seller, and as consideration for accessing the Platform and the services offered by Boopos through it, the Seller agrees to pay a fee equivalent to [3.75%] (the “Transaction Fee”) of the ultimate and total purchase price paid for the Business (the “Acquisition Price”). The Acquisition Price is considered to be the total amount paid for the Business, including any type of delayed payment, such as an earn-out, payment in shares, exercises, a portion of the price being seller-financed or any other deferred payment arrangement, including but not limited to, the compensation for any services rendered by the Seller related with the Business or the Transaction.

The Transaction Fee shall be transferred to Boopos directly by the Escrow Agent from the escrow account of related to the Transaction or, if no Escrow Agent is used, the Transaction Fee shall be included in the funds flow schedule and paid within two business days from the completion of the Transaction from the Seller to the buyer.

The Transaction will be deemed to be complete and therefore Boopos shall be entitled to the Transaction Fee regardless of whether the buyer was contacted through the Boopos Platform or outside of it otherwise. The Seller agrees to not circumvent, bypass, obviate or avoid Boopos. The Seller shall not at any time contact or initiate contact with a buyer with the intention of completing a deal with that buyer and preventing Boopos from receiving or realizing its Transaction Fee.

6. Duration

The Seller Business will be listed in Boopos Platform for a minimum period of 90 days. This term will be automatically and indefinitely extended for successive periods of 30 days. At any time, any of the Parties can send a termination notice to the other Party, in which case the Business will be removed from the Platform at the end of the ongoing period.

The Parties will be bound by these Terms for 90 days after the termination and delisting of the Business. If the Transaction has not been consummated after that period, the Terms will be null and void and neither Party shall be bound by them.

A Prohibited Use (as defined in Boopos Terms of Service) or any violation of these Terms and any applicable law, regulation or statute will cause the immediate termination of the listing and removal of the Seller Business from the Platform. In any case, Boopos retains the discretion to terminate all obligations with the Seller and remove the Business from the Platform for any grounds based on Boopos’ sole discretion if the Business does not adhere to onboarding guidelines or requirements, or if the Seller is engaging in inappropriate behavior through the Platform.

7. No Conflicting Agreements

The Seller hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Seller is a party, including with any brokers, platforms, marketplaces or agents. The Seller also represents and warrants that the Business is not subject to any sale or purchase covenants or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder.

8. Severability

If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, that provision of the Terms will be enforced to the maximum extent permissible so as to give effect to the intent of the Parties and the remainder of the Terms will continue in full force and effect.

9. Entire Agreement. Effectiveness.

These Terms constitute the full and entire understanding and agreement between the Parties with regard to any of subjects hereof and no Party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. These Terms shall supersede all prior and contemporaneous arrangements or understandings with respect thereto.

10. Changes

These Terms are subject to occasional revision by Boopos. Any changes to these Terms will be effective immediately. Continued use of our Platform and/or any of our Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

11. Successors and Assigns

These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under these Terms without the consent of each other Party hereto.

12. Governing Law and Jurisdiction

The Federal Arbitration Act, Delaware state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Any disputes relating to these Terms or this Site will be heard in the courts located in the State of Delaware.

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