TERMS OF SERVICE

    BridgeBook.io

    Effective Date: September 15, 2026

    IMPORTANT NOTICE – PLEASE READ CAREFULLY

    These Terms of Service ("Terms") contain provisions that significantly affect your rights and obligations. By using BridgeBook, you agree to be bound by all of these Terms. Please pay particular attention to:

    • Section 8 (Requirement to Disclose): You must promptly disclose to BridgeBook any transaction or agreement with a party you met through the Platform. Failure to disclose may result in an Investigation Fee of $5,000.00 in addition to any Success Fee owed.
    • Section 7 (Fees and Payment): If you fail to pay the Success Fee when due, Delay Liquidated Damages apply, increasing the amount owed by multipliers ranging from 1.15x to 2x depending on delay length.
    • Section 16 (Dispute Resolution and Class Action Waiver): You agree to resolve disputes through binding arbitration and waive the right to participate in class actions.

    Welcome to BridgeBook.io (the "Platform"), owned and operated by Exit Edge LLC Series 3 DBA BridgeBook ("BridgeBook," "we," "us," or "our"), a Wyoming limited liability company. BridgeBook provides M&A advisory services, operates a marketplace that facilitates the buying and selling of businesses, and offers educational digital products and services.

    These Terms of Service ("Terms") constitute a legally binding agreement between you and BridgeBook governing your access to and use of the Platform and all related services (collectively, the "Services"). By accessing or using the Platform, registering an account, purchasing any Digital Products, or engaging with our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms.

    IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM OR SERVICES.

    BridgeBook reserves the right to modify, amend, or replace these Terms at any time in its sole discretion. If we make material changes, we will notify you by updating the Effective Date above and, where appropriate, providing additional notice. Your continued use of the Platform after any such changes constitutes your acceptance of the revised Terms.

    1. DEFINITIONS

    The following definitions apply throughout these Terms:

    • "User" means any person or entity that registers an account with BridgeBook and has consented to these Terms.
    • "Seller" means a User who lists a Business for sale through the Platform.
    • "Buyer" means a User who has requested access to Confidential Information about a Business listed on the Platform.
    • "Business" means the overall business operation offered for sale, including all related assets required to operate the business, but specifically excluding any equity interests (stock, membership interests, etc.) unless otherwise specified. A Business may include, without limitation: websites, applications, domain names, intellectual property, customer lists, inventory, supplier relationships, content, code, contracts, and goodwill.
    • "Listing" means the posting of a Business for sale on the Platform, including all associated information, materials, and documentation.
    • "Confidential Information" means non-public, proprietary information relating to a Business or Seller, including but not limited to: financial data, traffic statistics, customer information, supplier details, URLs, operational procedures, and any other information marked or disclosed as confidential.
    • "Listing Price" means the asking price for a Business as set by the Seller and displayed on the Platform.
    • "Purchase Price" means the total consideration paid by Buyer to Seller for a Business, not including inventory costs unless otherwise specified.
    • "Success Fee" means the commission payable to BridgeBook upon the successful sale of a Business, as further described in Section 7.
    • "Migration" means the process of transferring all assets, accounts, and operations of a Business from Seller to Buyer following a completed sale.
    • "NDA" means the Non-Disclosure Agreement that Buyers must execute before accessing Confidential Information about a Business.
    • "Digital Products" means any digital content, educational materials, guides, courses, templates, lessons, tools, or other downloadable or accessible materials offered for sale or provided by BridgeBook through the Platform.
    • "BridgeBook Credits" means the credit balance accrued by a User through purchases of Digital Products, which may be applied against Success Fees in accordance with Section 19.
    • "Consummated Transaction" means any sale, merger, acquisition, asset purchase, equity transfer, licensing arrangement, joint venture, earnout, consulting or employment arrangement, or any other transaction or agreement (whether written or oral) between a Seller and a Buyer (or their respective affiliates, successors, or assigns) that results in any transfer of value, regardless of whether the Listed Business was ultimately transferred.
    • "Fee Trigger Date" means the date on which a Success Fee becomes due and payable, which is the earlier of (i) the closing date of a Consummated Transaction, or (ii) the date of first payment or transfer of value in connection with a Consummated Transaction.
    • "Tail Period" means the period of twelve (12) months following the earlier of (i) termination or expiration of a Seller's listing, or (ii) the last date on which a Buyer accessed information about the Listed Business through the Platform.
    • "Transaction Value" means the total consideration paid or payable in connection with a Consummated Transaction, including but not limited to cash, stock, earnouts, deferred payments, assumed liabilities, consulting fees, employment compensation, non-compete payments, and any other form of value transferred.
    • "Indication of Interest" means any communication, inquiry, NDA execution, data room access request, or other expression of interest by a Buyer (or any person or entity acting on behalf of or affiliated with a Buyer) in a Listed Business.
    • "Representatives" means, with respect to any party, such party's affiliates, officers, directors, employees, agents, advisors, consultants, attorneys, accountants, lenders, investors, family members, and any other person or entity acting on behalf of or at the direction of such party.
    • "Program Broker" means a User approved by BridgeBook to participate in the Broker Program under Section 21 who has signed the Program Agreement described there, together with any sponsoring brokerage that is a party to that agreement.
    • "Program Listing" means a Listing of a Business whose Seller is represented by a Program Broker under the Program Broker's own engagement letter.
    • "Licensed Surfaces" means the intake, valuation calculator, data room, and portal surfaces of the Platform that BridgeBook licenses to Program Brokers for use under their own name under Section 21.
    • "Platform Success Fee" means the fee payable by a Program Broker to BridgeBook under Section 21.3 on a Consummated Transaction of a Program Listing that BridgeBook published on bridgebook.io.

    2. ELIGIBILITY AND ACCOUNT REGISTRATION

    2.1 Eligibility Requirements

    • You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction (whichever is greater), to use the Platform.
    • You must have the legal capacity to enter into binding contracts under applicable law.
    • If you are registering on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.
    • You must not be subject to any voluntary or involuntary bankruptcy, reorganization, or insolvency proceeding.

    2.2 Account Registration

    To access certain features of the Platform, you must register an account. By registering, you agree to:

    • Provide accurate, complete, current, and truthful information during registration and maintain the accuracy of such information.
    • Maintain the confidentiality and security of your account credentials and not share your login information with third parties.
    • Accept responsibility for all activities that occur under your account, whether authorized by you or not.
    • Notify BridgeBook immediately of any unauthorized access to or use of your account.

    2.3 Identity Verification

    BridgeBook may require identity verification at any time. You agree to provide government-issued identification and any other documentation reasonably requested by BridgeBook. Any reference to a User being "verified" indicates only that the User has completed a verification process and does not constitute an endorsement, certification, or guarantee by BridgeBook regarding the User's identity, background, trustworthiness, or suitability.

    2.4 Account Termination

    BridgeBook reserves the right to suspend, restrict, or terminate your account at any time, with or without notice, for any reason, including but not limited to: breach of these Terms, suspected fraud, provision of false information, or conduct that BridgeBook determines may cause harm to other Users or to BridgeBook.

    3. PLATFORM ROLE AND RELATIONSHIP

    3.1 Nature of Services

    BridgeBook operates as an M&A advisory platform and marketplace that connects Sellers with potential Buyers. BridgeBook provides listing services, facilitates introductions, assists with negotiations, and helps coordinate the transaction process. BridgeBook also offers educational Digital Products to help Users navigate business acquisitions and sales.

    3.2 Agency Relationship

    When representing a Seller, BridgeBook acts as an agent of and advisor to the Seller. In such engagements, BridgeBook owes its fiduciary duties to the Seller and does not represent or act as an agent for any Buyer.

    For Platform-only transactions, where no separate engagement agreement exists with either party, BridgeBook acts solely as a facilitator and marketplace operator, not as an agent for either Seller or Buyer.

    3.3 No Professional Advice

    BridgeBook does not provide legal, tax, accounting, investment, or other professional advice. Users are strongly encouraged to retain their own independent legal counsel, accountants, and other professionals to protect their interests in any transaction. Any information provided by BridgeBook, including through Digital Products, is for informational and educational purposes only and should not be construed as professional advice.

    3.4 No Verification of Information

    Unless expressly stated otherwise, BridgeBook does not independently verify the accuracy, completeness, or truthfulness of information provided by Sellers or displayed in Listings. While BridgeBook may present information in a summary format for accessibility, Sellers are the source of all financial and business information. Buyers are solely responsible for conducting their own due diligence and verification.

    3.5 Third-Party Beneficiary

    With respect to confidentiality obligations and intellectual property protections, Sellers are express third-party beneficiaries of Buyers' obligations under these Terms and may enforce such obligations directly against Buyers.

    4. SELLER TERMS

    4.1 Listing Submission

    To list a Business for sale, Sellers must submit information to BridgeBook for review. BridgeBook reserves the right to approve or reject any Listing submission in its sole discretion, for any reason or no reason. A Business is considered "Listed" when it is published and visible on the Platform.

    4.2 Seller Representations and Warranties

    By listing a Business, Seller represents and warrants that:

    • Seller has clear, unencumbered title to the Business and all assets to be transferred, or has disclosed all encumbrances to BridgeBook and potential Buyers.
    • Seller owns all intellectual property rights in the Business or has the right to transfer such rights.
    • All information provided to BridgeBook and potential Buyers is true, accurate, current, and complete, with no material omissions.
    • Seller has the full power and authority to sell the Business and enter into binding agreements.
    • The Business is not subject to any pending litigation, claims, or governmental investigations, or all such matters have been fully disclosed.
    • All third-party agreements necessary to operate the Business are assignable or transferable to Buyer.

    4.3 Exclusivity

    Unless otherwise agreed in a separate engagement letter, while a Business is Listed on the Platform and for a period of forty-five (45) days following removal of the Listing, Seller agrees not to list, market, or sell the Business through any other platform, marketplace, broker, or agent without BridgeBook's express written consent. Violation of this exclusivity provision may result in Seller being liable for the full Success Fee.

    4.4 Continued Operation

    While a Business is Listed, Seller agrees to continue operating and maintaining the Business in the same manner as prior to listing, including maintaining all marketing efforts, customer service, supplier relationships, and other activities necessary to preserve the Business's value. Seller shall not take any actions that would impair the value or transferability of the Business.

    4.5 Listing Price and Updates

    Seller shall set the initial Listing Price in consultation with BridgeBook. BridgeBook may recommend adjustments to the Listing Price based on market conditions and comparable transactions. Seller is responsible for keeping all Listing information current and accurate throughout the Listing period.

    5. BUYER TERMS

    5.1 Access to Confidential Information

    To access Confidential Information about a Listed Business, Buyers must execute an NDA and may be required to provide proof of funds or complete additional verification procedures. BridgeBook reserves the right to approve or deny access to Confidential Information in its sole discretion.

    5.2 Confidentiality Obligations

    Buyer agrees to treat all Confidential Information as strictly confidential. Buyer shall:

    • Not disclose Confidential Information to any third party except to Buyer's employees, agents, attorneys, accountants, and advisors ("Representatives") who have a need to know for purposes of evaluating the Business, and only after such Representatives agree to maintain confidentiality.
    • Use Confidential Information solely for the purpose of evaluating the Business for purchase and for no other purpose whatsoever.
    • Not contact, communicate with, or approach any customers, suppliers, employees, landlords, or other third parties of the Business without the Seller's prior written consent.
    • Return or destroy all Confidential Information upon request or upon deciding not to proceed with a purchase.
    • Remain bound by these confidentiality obligations indefinitely, or for the maximum period allowed by law.

    5.3 Non-Circumvention

    Buyer agrees not to attempt to circumvent BridgeBook by negotiating or transacting directly with any Seller, or any Seller's affiliates, employees, or agents, in a manner designed to avoid payment of Success Fees to BridgeBook. This obligation applies to all Businesses for which Buyer has received Confidential Information and survives for a period of twenty-four (24) months following the last access to such information.

    6. TRANSACTION PROCESS

    6.1 Introduction and Matching

    BridgeBook may facilitate introductions between Buyers and Sellers. BridgeBook does not guarantee any matches, introductions, or transactions. The existence of a Listing does not guarantee that a sale will occur.

    6.2 Negotiations

    Buyers and Sellers are primarily responsible for negotiating the terms of any transaction. BridgeBook may assist with negotiations but is not responsible for the outcome of any negotiation or the terms agreed upon by the parties.

    6.3 Due Diligence

    Buyer is solely responsible for conducting thorough due diligence on any Business before purchase. BridgeBook does not conduct due diligence on behalf of Buyers and makes no representations regarding the accuracy of any information provided by Sellers. Buyer acknowledges that BridgeBook has not verified any Seller-provided information and that Buyer must independently verify all material facts.

    6.4 Escrow

    BridgeBook may recommend or require the use of a third-party escrow service for transactions. All escrow services are provided by independent third parties and are subject to separate terms and conditions. BridgeBook is not responsible for the actions, errors, or omissions of any escrow provider.

    6.5 Asset Transfer and Migration

    Upon closing of a transaction, Seller is responsible for transferring all assets included in the sale and cooperating with the Migration process. BridgeBook may provide guidance or coordination assistance for Migration but does not guarantee successful transfer of any assets, accounts, or relationships.

    7. FEES AND PAYMENT

    7.1 Success Fee

    Upon a Consummated Transaction between a Seller and a Buyer who met through the Platform (or any Representative or affiliate of such Buyer), the Seller shall pay BridgeBook a Success Fee calculated on the Transaction Value under the BridgeBook Scale, a blended tiered schedule: twelve percent (12%) of the first $650,000 of Transaction Value; ten percent (10%) of the portion from $650,000 to $1,000,000; nine percent (9%) of the portion from $1,000,000 to $2,000,000; eight percent (8%) from $2,000,000 to $3,000,000; seven percent (7%) from $3,000,000 to $4,000,000; six percent (6%) from $4,000,000 to $5,000,000; five percent (5%) from $5,000,000 to $6,000,000; four percent (4%) from $6,000,000 to $7,000,000; and three percent (3%) of any portion above $7,000,000. Each rate applies only to the portion of Transaction Value within its tier. A different rate or schedule agreed in a signed engagement letter controls over this Section.

    7.2 Fee Trigger

    The Success Fee becomes due and payable on the Fee Trigger Date. Payment must be made within ten (10) business days of the Fee Trigger Date unless otherwise agreed in writing.

    7.3 Tail Period

    The Success Fee obligation applies to any Consummated Transaction that occurs during the Tail Period with any Buyer (or Representative or affiliate of a Buyer) who expressed an Indication of Interest while the listing was active.

    7.4 Minimum Success Fee

    Notwithstanding the percentage calculation above, the minimum Success Fee for any Consummated Transaction shall be Fifty Thousand Dollars ($50,000.00).

    7.5 Earnouts and Deferred Payments

    For transactions that include earnouts, deferred payments, or contingent consideration, the Success Fee shall be calculated on the total potential Transaction Value at closing. If earnout or contingent amounts are not ultimately paid, no refund or credit of Success Fees attributable to such amounts shall be due.

    7.6 Payment Method

    Success Fees shall be paid by wire transfer to an account designated by BridgeBook or by such other method as we may specify.

    7.7 Taxes

    Success Fees are exclusive of all taxes. You are responsible for paying all applicable sales, use, value-added, or other taxes.

    7.8 Delay Liquidated Damages

    If the Success Fee is not paid in full by the due date, the following Delay Liquidated Damages shall apply as a multiplier to the total Success Fee owed:

    • 20 or more days past due: 1.15x the Success Fee
    • 45 or more days past due: 1.25x the Success Fee
    • 90 or more days past due: 1.5x the Success Fee
    • 120 or more days past due: 2x the Success Fee

    These multipliers are cumulative only to the extent of the highest applicable tier (i.e., if payment is 100 days late, the 1.5x multiplier applies, not the sum of all lower multipliers). The parties agree that these amounts constitute a reasonable estimate of BridgeBook's damages from delayed payment and are not a penalty.

    7.9 Estimated Success Fee

    Prior to listing, BridgeBook may provide Sellers with an estimated Success Fee based on the anticipated Transaction Value. This estimate is for informational purposes only and does not cap or limit the actual Success Fee, which shall be calculated based on the actual Transaction Value.

    7.10 Third-Party Beneficiary

    The fee obligations in this Section 7 are intended to benefit BridgeBook and its successors and assigns, who shall have the right to enforce these provisions directly.

    7.11 No Offsets

    The Success Fee shall be paid in full without setoff, counterclaim, or deduction of any kind, except as expressly provided in these Terms.

    7.12 Survival of Fee Obligations

    The fee obligations in this Section 7 shall survive termination or expiration of these Terms and shall remain in effect for the duration of the Tail Period and with respect to any Consummated Transaction for which fees have not been paid.

    8. REQUIREMENT TO DISCLOSE

    8.1 Regular Status Updates

    Sellers shall provide BridgeBook with regular updates on the status of all buyer interactions, negotiations, and potential transactions, including but not limited to letters of intent, term sheets, due diligence requests, and closing preparations.

    8.2 Special Notices

    Sellers shall notify BridgeBook in writing within five (5) business days of:

    • Entering into any letter of intent, term sheet, or similar agreement with any Buyer;
    • Agreeing to exclusive negotiations with any Buyer;
    • Scheduling a closing date for any transaction;
    • Consummating any transaction with any Buyer; and
    • Any material change in the status of the Listed Business or the Seller's intention to sell.

    8.3 Authorization Notwithstanding NDAs

    Sellers acknowledge and agree that these disclosure obligations apply notwithstanding any confidentiality or non-disclosure agreement with any Buyer. Sellers represent and warrant that they will include in any NDA with a Buyer a carve-out permitting disclosure to BridgeBook as required by these Terms.

    8.4 Investigation Fee

    If a Seller fails to disclose a Consummated Transaction as required by this Section 8 and BridgeBook must independently discover or investigate the transaction, Seller shall pay BridgeBook an Investigation Fee of Five Thousand Dollars ($5,000.00) in addition to the Success Fee and any applicable Delay Liquidated Damages. This Investigation Fee is intended to compensate BridgeBook for the additional costs and resources required to monitor and enforce its fee rights and is not a penalty.

    8.5 Survival

    The disclosure obligations in this Section 8 shall survive termination or expiration of these Terms for a period of eighteen (18) months.

    9. MARKETPLACE CIRCUMVENTION

    Users agree not to circumvent the Platform to avoid paying fees or to deprive BridgeBook of its compensation. Circumvention includes but is not limited to:

    • Completing a transaction off-platform after meeting through BridgeBook;
    • Structuring a transaction to reduce the apparent Transaction Value;
    • Using intermediaries, affiliates, or related parties to disguise the identity of transaction participants;
    • Delaying a transaction until after the Tail Period in an attempt to avoid fees;
    • Failing to disclose side agreements, earnouts, or other consideration; and
    • Any other conduct intended to avoid or reduce fee obligations.

    In addition to all other remedies available, any User found to have engaged in circumvention shall pay BridgeBook liquidated damages of Twenty-Five Thousand Dollars ($25,000.00) plus the full Success Fee that would have been owed, calculated on the true Transaction Value as determined by BridgeBook in its reasonable discretion.

    10. INTELLECTUAL PROPERTY

    10.1 BridgeBook Content

    All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, images, software, and Digital Products (collectively, "BridgeBook Content"), are owned by BridgeBook, its licensors, or other providers and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform or BridgeBook Content without our express written consent.

    10.2 User Content

    By submitting any content to the Platform ("User Content"), you grant BridgeBook a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in connection with operating and promoting the Platform and our Services.

    10.3 Trademarks

    "BridgeBook," "BridgeBook.io," and related logos and marks are trademarks of Exit Edge LLC Series 3. You may not use these marks without our prior written consent.

    11. PROHIBITED CONDUCT

    You agree not to:

    • Provide false, misleading, or fraudulent information in connection with your use of the Platform;
    • Use the Platform for any illegal purpose or in violation of any applicable laws;
    • Harass, abuse, threaten, or intimidate other Users;
    • Attempt to gain unauthorized access to any portion of the Platform or any systems or networks connected to the Platform;
    • Use any automated means (including robots, spiders, or scrapers) to access the Platform or collect information;
    • Interfere with or disrupt the operation of the Platform;
    • Impersonate any person or entity or falsely state or misrepresent your affiliation;
    • Violate the intellectual property rights of BridgeBook or any third party;
    • Transmit any viruses, malware, or other malicious code;
    • Engage in any conduct that could damage, disable, or impair the Platform.

    12. PRIVACY AND DATA PROTECTION

    Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

    13. DISCLAIMERS

    THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, BRIDGEBOOK DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

    • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
    • WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES;
    • WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED;
    • WARRANTIES REGARDING THE RESULTS OF ANY TRANSACTION OR THE VALUE OF ANY BUSINESS.

    BRIDGEBOOK DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM. ANY RELIANCE ON THE PLATFORM OR INFORMATION PROVIDED IS AT YOUR OWN RISK.

    14. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

    • BRIDGEBOOK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY;
    • BRIDGEBOOK'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO BRIDGEBOOK DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000);
    • THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER BRIDGEBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

    15. INDEMNIFICATION

    You agree to indemnify, defend, and hold harmless BridgeBook, its affiliates, and their respective officers, directors, employees, agents, and successors (collectively, "Indemnified Parties") from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

    • Your use of the Platform or Services;
    • Your breach of these Terms;
    • Your violation of any law or regulation;
    • Your violation of any rights of any third party;
    • Any transaction you enter into through the Platform;
    • Any User Content you submit to the Platform;
    • Any claims by third parties relating to Businesses you list or purchase through the Platform.

    16. DISPUTE RESOLUTION AND GOVERNING LAW

    16.1 Governing Law

    These Terms and any disputes arising out of or relating to these Terms or the Platform shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.

    16.2 Binding Arbitration

    Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in Laramie County, Wyoming, by a single arbitrator selected in accordance with JAMS rules. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

    16.3 Class Action Waiver

    YOU AND BRIDGEBOOK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

    16.4 Exceptions

    Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, or to enforce confidentiality or non-circumvention obligations.

    16.5 Limitation Period

    Any claim arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues, or such claim shall be permanently barred.

    16.6 Attorneys' Fees

    In any dispute arising under these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

    17. GENERAL PROVISIONS

    17.1 Entire Agreement

    These Terms, together with any additional agreements you may enter into with BridgeBook, constitute the entire agreement between you and BridgeBook regarding the Platform and supersede all prior agreements and understandings.

    17.2 Severability

    If any provision of these Terms is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

    17.3 Waiver

    No failure or delay by BridgeBook in exercising any right or remedy shall operate as a waiver thereof. Any waiver must be in writing and signed by BridgeBook.

    17.4 Assignment

    You may not assign or transfer these Terms or any rights hereunder without BridgeBook's prior written consent. BridgeBook may assign these Terms without restriction.

    17.5 Notices

    All notices to BridgeBook must be sent to legal@bridgebook.io. Notices to you may be sent to the email address associated with your account or posted on the Platform.

    17.6 Force Majeure

    BridgeBook shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government action, or failure of third-party services.

    17.7 Relationship of Parties

    Except as expressly provided regarding agency relationships in Section 3, nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and BridgeBook.

    17.8 Headings

    Section headings are for convenience only and shall not affect the interpretation of these Terms.

    17.9 Survival

    Provisions that by their nature should survive termination shall survive, including but not limited to Sections 5, 7, 8, 9, 10, 13, 14, 15, 16, 17, 18, 19, 20, and 21.

    17.10 Electronic Acceptance

    You agree that your electronic acceptance of these Terms constitutes a valid and binding agreement, equivalent to a handwritten signature.

    18. DIGITAL PRODUCTS

    18.1 License Grant

    Upon purchase of any Digital Product, BridgeBook grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Digital Product for your personal or internal business purposes only, subject to these Terms.

    18.2 Restrictions

    You may not:

    • Copy, reproduce, distribute, or publicly display any Digital Product without express written permission;
    • Modify, adapt, translate, or create derivative works from any Digital Product;
    • Sell, resell, license, sublicense, rent, or lease any Digital Product;
    • Share account credentials or allow others to access purchased Digital Products;
    • Remove any proprietary notices or labels from Digital Products;
    • Use Digital Products for any commercial purpose other than your own business operations.

    18.3 Payment and Delivery

    All Digital Product purchases are final upon payment. Digital Products will be made available for immediate access or download upon successful payment. Prices are subject to change without notice.

    18.4 Refund Policy

    Due to the digital nature of these products, all sales are final. No refunds will be provided except where required by applicable law or as expressly stated at the time of purchase for specific products.

    18.5 Educational Purpose Disclaimer

    Digital Products are provided for educational and informational purposes only. They do not constitute legal, financial, tax, or professional advice. You should consult appropriate professionals before making any business or investment decisions. BridgeBook is not responsible for any actions taken or decisions made based on Digital Product content.

    18.6 Updates and Access

    BridgeBook may update Digital Products from time to time. Access to updates is provided at BridgeBook's discretion. BridgeBook reserves the right to discontinue or modify any Digital Product without liability.

    18.7 Access Period

    Unless otherwise specified, access to Digital Products is provided for a period of twelve (12) months from the date of purchase.

    18.8 Technical Requirements

    You are responsible for ensuring you have the necessary hardware, software, and internet connection to access Digital Products.

    18.9 Termination of Access

    BridgeBook may terminate your access to Digital Products if you violate these Terms, without refund or compensation.

    19. BRIDGEBOOK CREDITS PROGRAM

    19.1 Program Overview

    BridgeBook may offer credits ("Credits") to Sellers that can be applied toward the Success Fee. Credits are issued at BridgeBook's sole discretion and are subject to these Terms and any additional program-specific terms.

    19.2 Earning Credits

    Credits may be earned through qualifying activities as determined by BridgeBook, including but not limited to: purchasing Digital Products, referring other Sellers, completing educational programs, or participating in promotional offers.

    19.3 Credit Value

    Credits have a dollar value as stated when issued. One Credit equals one dollar ($1.00) in Success Fee reduction, unless otherwise specified.

    19.4 Maximum Credit Application

    Credits may be applied to reduce the Success Fee by up to fifty percent (50%) of the calculated Success Fee amount. Credits cannot reduce the Success Fee below the Minimum Success Fee.

    19.5 Minimum Success Fee

    Notwithstanding any Credits applied, the Success Fee shall not be reduced below Fifty Thousand Dollars ($50,000.00) for any Consummated Transaction.

    19.6 Expiration

    Credits expire five (5) years from the date of issuance unless otherwise specified. Expired Credits have no value and cannot be reinstated.

    19.7 Non-Transferable

    Credits are non-transferable and may only be used by the Seller to whom they were issued. Credits cannot be sold, exchanged, or assigned.

    19.8 No Cash Value

    Credits have no cash value and cannot be redeemed for cash or refunded. Unused Credits at the time of account termination are forfeited.

    19.9 Program Changes

    BridgeBook reserves the right to modify, suspend, or terminate the Credits program at any time. Such changes shall not affect Credits already earned and unexpired.

    19.10 Abuse

    BridgeBook may void Credits obtained through fraud, abuse, or violation of these Terms without notice or compensation.

    19.11 Application

    To apply Credits to a Success Fee, Sellers must request application in writing prior to payment. BridgeBook will verify Credit balance and eligibility before applying Credits.

    19.12 Example Calculation

    For illustrative purposes: If a Seller has earned $30,000 in Credits and completes a transaction with a calculated Success Fee of $100,000, Credits may be applied to reduce the fee to $70,000 (a 30% reduction). However, if the calculated Success Fee were $80,000, only $30,000 in Credits could be applied (reducing the fee to $50,000, the minimum), even though 50% of $80,000 would be $40,000. The Minimum Success Fee of $50,000 always applies.

    19.13 Strategy Call Credit ($2,500 Promotional Credit)

    From time to time, BridgeBook may offer a promotional Credit of Two Thousand Five Hundred Dollars ($2,500.00) (the "Strategy Call Credit") to prospective Sellers who book and attend an advisor strategy call (also referred to on the Platform as an "exit consultation") through the Platform. The Strategy Call Credit is a Credit under this Section 19 and is subject to all provisions of this Section, including the Maximum Credit Application (Section 19.4), the Minimum Success Fee (Section 19.5), non-transferability (Section 19.7), and no cash value (Section 19.8). In addition, the Strategy Call Credit is subject to the following conditions:

    • The Strategy Call Credit is earned only when the prospective Seller both books the strategy call through the Platform and attends it. Booking without attending does not earn the Credit.
    • The Strategy Call Credit may be applied only against the Success Fee arising from a Consummated Transaction completed under an executed sell-side engagement or listing with BridgeBook. It has no value outside of a Consummated Transaction and cannot be applied to retainers, Digital Products, or any other fees.
    • Limit of one (1) Strategy Call Credit per Seller and per Business, regardless of the number of calls booked or attended.
    • The Strategy Call Credit may be applied to one (1) Consummated Transaction only, meaning a single listing and a single sale. It is fully consumed upon application to that transaction, and neither the Credit nor any unused portion of it carries over to, or may be applied against, any other listing, engagement, transaction, or subsequent sale, including additional businesses owned by the same Seller.
    • The Strategy Call Credit expires if the Seller has not executed a sell-side engagement or listing agreement with BridgeBook within twelve (12) months of the attended strategy call.
    • Where the Strategy Call Credit is offered following a valuation report request, the strategy call must be booked within seven (7) days of the report request for the credit to be earned.
    • The Strategy Call Credit may not be combined with any other promotional credit, discount, or offer unless BridgeBook expressly agrees in writing (the Valuation Report Credit under Section 19.14 may be combined, subject to the aggregate cap).
    • BridgeBook may modify, suspend, or discontinue the Strategy Call Credit offer at any time on a prospective basis. Discontinuation does not affect a Strategy Call Credit already earned and unexpired.

    19.14 Valuation Report Credit ($2,500 Promotional Credit)

    From time to time, BridgeBook may offer a promotional Credit of Two Thousand Five Hundred Dollars ($2,500.00) (the "Valuation Report Credit") to prospective Sellers who request their valuation report through the Platform and provide complete, accurate contact information (name, email address, and phone number). A valuation report delivered as part of booking an advisor strategy call or exit consultation through the Platform qualifies as a report request for purposes of this Section. The Valuation Report Credit is a Credit under this Section 19 and is subject to all provisions of this Section, and additionally:

    • The Valuation Report Credit may be applied only against the Success Fee arising from a Consummated Transaction completed under an executed sell-side engagement or listing with BridgeBook.
    • Limit of one (1) Valuation Report Credit per Seller and per Business, regardless of the number of valuation reports requested.
    • The Valuation Report Credit may be applied to one (1) Consummated Transaction only, meaning a single listing and a single sale. It is fully consumed upon application to that transaction, and neither the Credit nor any unused portion of it carries over to, or may be applied against, any other listing, engagement, transaction, or subsequent sale, including additional businesses owned by the same Seller.
    • The Valuation Report Credit expires if the Seller has not executed a sell-side engagement or listing agreement with BridgeBook within twelve (12) months of the report request.
    • The combined promotional credits under Sections 19.13 and 19.14 shall not exceed Five Thousand Dollars ($5,000.00) in aggregate.
    • BridgeBook may modify, suspend, or discontinue the Valuation Report Credit offer at any time on a prospective basis.

    19.15 Paid Detailed Valuation and Exit Analysis (Fee-Based Credit)

    BridgeBook may offer a paid detailed valuation and exit analysis (the "Detailed Analysis") for a stated purchase price. Purchase of a Detailed Analysis earns a Credit under this Section 19 in the Stated Credit Amount, and additionally:

    • The "Stated Credit Amount" is the credit amount BridgeBook publishes for the Detailed Analysis on the purchase page and in the purchase confirmation at the time of purchase. The Stated Credit Amount may exceed the purchase price actually paid, and where it does, the Stated Credit Amount governs. BridgeBook may change the purchase price or the Stated Credit Amount for future purchases at any time; a change does not alter the Stated Credit Amount already earned by a completed purchase.
    • The full Stated Credit Amount will be applied as a Credit against the Success Fee arising from a Consummated Transaction completed under an executed sell-side engagement or listing with BridgeBook.
    • The Credit has no cash value and is not redeemable, transferable, or payable in cash. It reduces a Success Fee only, and only to the extent a Success Fee is actually owed: it can never reduce a Success Fee below zero, and no balance is paid out, carried to another Business, or refunded if no Consummated Transaction occurs.
    • The Detailed Analysis purchase price is NOT refundable in cash or otherwise, except as required by applicable law. The sole means of recovering it is as a Credit against a Success Fee upon a Consummated Transaction of the analyzed Business through BridgeBook.
    • The Detailed Analysis is an informational work product and market-based opinion, not an appraisal for legal, tax, lending, or litigation purposes, and does not guarantee that the analyzed Business can or will be sold, or at any particular price.
    • The Detailed Analysis Credit does not expire while these Terms remain in effect, may be combined with the promotional credits under Sections 19.13 and 19.14, and is not subject to the aggregate cap in Section 19.14 (which applies to promotional credits only).
    • Limit of one (1) Detailed Analysis Credit per Business per Consummated Transaction.

    19.16 Growth-to-Exit Plan (Fee-Based Credit)

    BridgeBook may offer a paid growth and exit-preparation engagement (the "Growth-to-Exit Plan") consisting of a business diagnostic, a working session, and a written growth plan, for a stated fee. The fee paid for a Growth-to-Exit Plan constitutes a Credit under this Section 19 in the amount actually paid, and additionally:

    • The full amount paid for the Growth-to-Exit Plan will be applied as a Credit against the Success Fee arising from a Consummated Transaction completed under an executed sell-side engagement or listing with BridgeBook.
    • The Growth-to-Exit Plan fee is NOT refundable in cash or otherwise, except as required by applicable law, regardless of whether the Business is ultimately sold. The sole means of recovering the fee is as a Credit against a Success Fee upon a Consummated Transaction of the planned Business through BridgeBook.
    • The Growth-to-Exit Plan is an informational work product and strategic recommendation, not an appraisal, not investment or legal advice, and not a guarantee of any growth outcome, valuation change, or sale at any particular price. Implementation of the plan, and its results, remain the sole responsibility of the Business owner.
    • The Growth-to-Exit Plan Credit does not expire while these Terms remain in effect, may be combined with the promotional credits under Sections 19.13 and 19.14 and a Detailed Analysis Credit under Section 19.15, and is not subject to the aggregate cap in Section 19.14 (which applies to promotional credits only).
    • Limit of one (1) Growth-to-Exit Plan Credit per Business per Consummated Transaction.

    19.17 Complete Exit Strategy Analysis (Fee-Based Credit)

    BridgeBook may offer a paid self-serve exit strategy analysis (the "Exit Strategy Analysis"), consisting of premium valuation reports and a downloadable exit strategy and preparation plan, for a stated purchase price. Purchase of an Exit Strategy Analysis earns a Credit under this Section 19 in the Stated Credit Amount, and additionally:

    • The "Stated Credit Amount" is the credit amount BridgeBook publishes for the Exit Strategy Analysis on the purchase page and in the purchase confirmation at the time of purchase. The Stated Credit Amount may exceed the purchase price actually paid, and where it does, the Stated Credit Amount governs. BridgeBook may change the purchase price or the Stated Credit Amount for future purchases at any time; a change does not alter the Stated Credit Amount already earned by a completed purchase.
    • The full Stated Credit Amount will be applied as a Credit against the Success Fee arising from a Consummated Transaction completed under an executed sell-side engagement or listing with BridgeBook.
    • The Credit has no cash value and is not redeemable, transferable, or payable in cash. It reduces a Success Fee only, and only to the extent a Success Fee is actually owed: it can never reduce a Success Fee below zero, and no balance is paid out, carried to another Business, or refunded if no Consummated Transaction occurs.
    • The Exit Strategy Analysis purchase price is NOT refundable in cash or otherwise, except as required by applicable law. The sole means of recovering it is as a Credit against a Success Fee upon a Consummated Transaction of the analyzed Business through BridgeBook.
    • The Exit Strategy Analysis is an informational work product and market-based opinion, not an appraisal for legal, tax, lending, or litigation purposes, and does not guarantee that the analyzed Business can or will be sold, or at any particular price.
    • The Exit Strategy Analysis Credit does not expire while these Terms remain in effect, may be combined with the promotional credits under Sections 19.13 and 19.14 and the fee-based credits under Sections 19.15 and 19.16, and is not subject to the aggregate cap in Section 19.14 (which applies to promotional credits only).
    • Limit of one (1) Exit Strategy Analysis Credit per Business per Consummated Transaction.

    19.18 Seller Onboarding Credit ($2,500 Promotional Credit)

    From time to time, BridgeBook may offer a promotional Credit of Two Thousand Five Hundred Dollars ($2,500.00) (the "Seller Onboarding Credit") to prospective Sellers who complete seller onboarding on the Platform for a specific Business. The Seller Onboarding Credit is a Credit under this Section 19 and is subject to all provisions of this Section, including the Maximum Credit Application (Section 19.4), the Minimum Success Fee (Section 19.5), non-transferability (Section 19.7), and no cash value (Section 19.8). In addition, the Seller Onboarding Credit is subject to the following conditions:

    • The Seller Onboarding Credit is earned only when the prospective Seller personally completes and submits seller onboarding for the Business on the Platform. Onboarding entered by BridgeBook on a Seller's behalf does not earn the Credit.
    • The Seller Onboarding Credit may be applied only against the Success Fee arising from a Consummated Transaction of that Business completed under an executed sell-side engagement or listing with BridgeBook. It has no value outside of a Consummated Transaction and cannot be applied to retainers, Digital Products, or any other fees.
    • Limit of one (1) Seller Onboarding Credit per Seller and per Business, regardless of the number of onboarding submissions.
    • The Seller Onboarding Credit may be applied to one (1) Consummated Transaction only and is fully consumed upon application to that transaction; no unused portion carries over to any other listing, engagement, transaction, or subsequent sale.
    • The Seller Onboarding Credit expires if the Seller has not executed a sell-side engagement or listing agreement with BridgeBook within twelve (12) months of the onboarding submission.
    • The Seller Onboarding Credit may be combined with the Valuation Report Credit (Section 19.14). Where a Seller also holds a Strategy Call Credit (Section 19.13), only one of the Seller Onboarding Credit and the Strategy Call Credit applies, whichever is greater. The combined promotional credits under Sections 19.13, 19.14, and 19.18 shall not exceed Five Thousand Dollars ($5,000.00) in aggregate.
    • BridgeBook may modify, suspend, or discontinue the Seller Onboarding Credit offer at any time on a prospective basis. Discontinuation does not affect a Seller Onboarding Credit already earned and unexpired.

    20. REFERRAL PARTNER PROGRAM

    BridgeBook operates a referral partner program (the "Referral Program") under which registered participants ("Referral Partners") may earn a referral fee for introducing prospective Sellers and prospective Buyers to BridgeBook. Participation is governed by this Section 20 (the "Referral Partner Agreement"). This Section was last updated on September 9, 2026.

    20.1 Registration, Acceptance and Code

    A Referral Partner registers through the Platform, accepts this Referral Partner Agreement by affirmative action at registration (or, for partners registered before September 9, 2026, on first use of the introduction tools), and is issued a unique referral code and link. BridgeBook records the date, time and connection details of each acceptance. Registration is free and open to any person or entity, including existing BridgeBook Sellers, Buyers, and account holders; where a partner holds a Platform account, the partnership is associated with that account. Acting as a Referral Partner does not change a partner's obligations in any other capacity on the Platform, and the ineligibility rules of Section 20.2 apply regardless of account type. BridgeBook may accept, decline, suspend, or terminate any Referral Partner at its discretion. Referral Partners are independent contractors, not employees, agents, brokers, or representatives of BridgeBook, and have no authority to bind BridgeBook, negotiate on its behalf, or make representations about any listing or transaction.

    20.2 Attribution and Eligibility

    • An introduced person (a prospective Seller or a prospective Buyer, the "Introduced Person") is attributed to a Referral Partner in one of two ways: (a) the Introduced Person first reaches the Platform through the partner's referral link or code, on a first-touch basis with a ninety (90) day attribution window; or (b) the partner registers the introduction on the Platform by name and email before the Introduced Person acts (a "Registered Introduction"). A Registered Introduction is valid for twelve (12) months from registration and counts only once the Introduced Person takes an action on the Platform during that period, such as running a valuation, booking a consultation, submitting a business, or signing a non-disclosure agreement on a listing. A registered name or email with no action by the Introduced Person creates no attribution and no claim. BridgeBook may also attribute a referral manually in its records.
    • The Introduced Person must be new to BridgeBook. If the Introduced Person's contact information (including email address or phone number) already exists in BridgeBook's records before the attribution under (a) or (b), the referral is ineligible and no referral fee is payable. BridgeBook's records are determinative of prior contact.
    • Where two or more Referral Partners claim the same Introduced Person, the earliest recorded attribution controls. BridgeBook's records are determinative.
    • Self-referrals do not qualify. A Referral Partner cannot earn a referral fee on the sale of any business in which the partner holds any ownership interest, direct or indirect, or where the partner and the Introduced Person identities match. Referring your own business, or yourself as a Buyer, is not a referral.
    • Principal participation does not qualify. A Referral Partner cannot earn a referral fee on any transaction in which the partner, or an entity the partner controls or holds an interest in, participates as the buyer, an investor, or a principal. A partner may refer only bona fide third parties.
    • Where a referral is ineligible under this Section 20.2, BridgeBook may, in its sole discretion, discuss a negotiated credit or discount against fees otherwise payable to BridgeBook by that party in that transaction. Any such credit or discount is discretionary, is not an entitlement, is not required to equal the referral fee or any other amount, and exists only if agreed by BridgeBook in writing. Nothing in this Section obligates BridgeBook to offer any credit or discount.

    20.3 Referral Fee

    • Seller side: the referral fee is twenty percent (20%) of the Success Fee actually collected by BridgeBook on the first Consummated Transaction of an attributed Seller's business, calculated after application of any Credits under Section 19.
    • Buyer side: the referral fee is twenty percent (20%) of the Success Fee actually collected by BridgeBook on the first Consummated Transaction in which an attributed Buyer is the purchaser, calculated on the same basis.
    • Where different Referral Partners are attributed to the Seller and to the Buyer of the same Consummated Transaction, each partner is paid the full referral fee for their side. A referral fee is never split between partners.
    • The referral fee is earned only when the attributed transaction closes and BridgeBook collects its Success Fee. No fee is owed for introductions, valuations, consultations, listings, offers, or transactions that do not close, and no fee is owed where BridgeBook's Success Fee is not collected.
    • The referral fee is paid within thirty (30) days of BridgeBook's collection of the Success Fee. Where the Success Fee is collected in installments, the referral fee is paid proportionally as installments clear.
    • A completed IRS Form W-9 (or applicable equivalent) is required before any payout. Referral Partners are solely responsible for their own taxes.
    • One referral fee is payable per Introduced Person per side: the attributed Seller's first Consummated Transaction with BridgeBook, or the attributed Buyer's first Consummated Transaction as purchaser, unless BridgeBook agrees otherwise in writing.

    20.4 Conduct and Compliance

    • Referral Partners shall not make any representation about valuation, price, fees, timelines, or outcomes on BridgeBook's behalf, shall not hold themselves out as brokers or agents of BridgeBook, and shall not use spam, misleading advertising, or purchased traffic to generate referrals.
    • Referral Partners who owe professional duties to a referred client (including accountants, attorneys, and financial advisors) are solely responsible for their own disclosure obligations to that client and for compliance with the rules of their profession and applicable law, including any law governing referral compensation in their jurisdiction.
    • BridgeBook may withhold or reverse a referral fee obtained through fraud, misrepresentation, self-dealing, or breach of this Section.

    20.5 Program Changes

    BridgeBook may modify, suspend, or discontinue the Referral Program at any time on a prospective basis. Changes do not affect referral fees on transactions already attributed and closed, and do not affect the attribution of Sellers already recorded at the time of the change.

    21. BROKER PROGRAM

    BridgeBook operates a training and software licensing program for business brokers, real estate professionals, and first-time intermediaries (the "Broker Program") under which approved participants (Program Brokers) may take the BridgeBook broker course, use the Licensed Surfaces under their own name, and, where permitted by law and by a signed agreement, work business sale transactions with BridgeBook. Participation is governed by this Section 21, by the Broker Program Agreement signed by each Program Broker (the "Program Agreement"), and by every other applicable Section of these Terms, as modified for Program Brokers and Program Sellers by this Section. Where this Section and the Program Agreement conflict, the Program Agreement controls. The enforceability of any fee under this Section is subject to the licensing law of the state in which the Business is located.

    21.1 Eligibility, Licensing Representations, and Verification

    • A Program Broker must apply through the Platform, be approved by BridgeBook, and sign the Program Agreement. BridgeBook may accept, decline, suspend, or terminate any Program Broker at its discretion.
    • Where the enrolling individual holds a salesperson, associate broker, or other license that requires sponsorship or supervision by a broker of record, the sponsoring brokerage must be a party to the Program Agreement, to every Co-Brokerage Addendum, and to every Seller engagement letter for a Program Listing, and all brokerage compensation is paid to and from the sponsoring brokerage.
    • Each Program Broker represents and warrants, on enrollment and continuously thereafter, that: (a) it holds every license, registration, and authorization required by the law of each state in which it markets, negotiates, or is compensated for the sale of a business, or that no such license is required for the activity it performs there; (b) it will not market, negotiate, or accept compensation for any business sale in a state where it lacks a required license; (c) it will engage a licensed real estate practitioner under a separate written agreement for any transaction that transfers real property or, where the law of the state so requires, a lease; (d) it will structure transactions as asset sales unless a securities review under Section 21.10 has been completed and recorded; and (e) it carries errors and omissions insurance in the amount stated in the Program Agreement before any Program Listing is published.
    • BridgeBook verifies each license number listed on the Program Broker's licensing schedule against the state regulator's public lookup before the first Program Listing is published and annually thereafter. The Program Broker remains responsible for the continuing accuracy of the schedule and must report any change within ten (10) days. For facts BridgeBook cannot check against a public record, BridgeBook relies on the Program Broker's representations.
    • Program Brokers must complete the per-deal Licensing Checklist before any Listing is published. For a Business located in a state where a license BridgeBook does not hold is required to market it, the Checklist routes the Business to no publication under Section 21.3, and BridgeBook will not publish it.
    • Program Brokers are independent businesses. Nothing in the Broker Program creates an employment, franchise, partnership, or joint venture relationship, and a Program Broker has no authority to bind BridgeBook. Where BridgeBook and a Program Broker jointly represent a Seller under a Co-Brokerage Addendum, the addendum defines each party's role for that transaction only.

    21.2 Seats, Subscription Billing, Renewal, Runway, and Cancellation

    • Platform access is licensed per named user (a "Seat"). A Seat may not be shared. Additional Seats for a Program Broker's firm may be added at the then-current additional Seat price stated on the Program page.
    • Seats are billed monthly in advance at the Seat price stated on the Program page or in the Program Agreement, by the payment method stated at enrollment. The Seat renews automatically each month until cancelled. The renewal price, billing interval, and cancellation method are shown before the first charge, the Program Broker gives separate affirmative consent to automatic renewal, and BridgeBook sends an acknowledgment email containing those terms and the cancellation instructions.
    • A Program Broker may cancel at any time, in one step, from the Program portal or by email to legend@bridgebook.io, and receives confirmation by email. Access continues to the end of the paid period.
    • A Program Broker who cancels within fourteen (14) days of first enrollment, before any Program Listing has been published, receives a full refund of the first month's Seat fee. Otherwise Seat fees are non-refundable.
    • Runway rule. If a Program Broker has no signed Seller engagement for a Program Listing by the end of its twelfth (12th) paid month, the Program Broker may elect to suspend the Seat from billing for up to six (6) months. During a suspension the Seat is read-only, attributions, course progress, and any Founding Member rate are kept, and billing resumes on the earlier of the date the Program Broker signs a Seller engagement or the date it elects to resume. A Seat not resumed within six (6) months lapses, and the Program Broker may re-enroll at the then-current rate.
    • A Seat unpaid for more than fourteen (14) days is suspended; a Seat unpaid for more than thirty (30) days is terminated under Section 21.11.
    • Prices for new Seats may change on notice; a change does not affect a Founding Member rate under Section 21.13 during its lock period. Seat fees are exclusive of taxes, which are the Program Broker's responsibility.

    21.3 Platform Success Fee, Seat Rebate, and Publication

    • On each Consummated Transaction of a Program Listing that BridgeBook published on bridgebook.io, BridgeBook earns a fee equal to twenty percent (20%) of the fee actually collected by the Program Broker on that transaction (the "Platform Success Fee"). No Platform Success Fee is owed on a Business that BridgeBook did not publish on bridgebook.io. The Program Agreement may state a different percentage or basis, including a share of the gross fee where BridgeBook actively co-brokers the transaction under a Co-Brokerage Addendum.
    • The Platform Success Fee is earned on the Fee Trigger Date and is payable within ten (10) business days after the Program Broker collects its fee, or is disbursed directly to BridgeBook at closing where the Co-Brokerage Addendum and the closing instructions so provide. Where the Program Broker's fee is collected in installments or as an earnout, the Platform Success Fee is paid proportionally within ten (10) business days after each installment clears.
    • The Platform Success Fee applies to any Consummated Transaction of a Program Listing that closes during the term of the Program Agreement, and to any Consummated Transaction that closes within twelve (12) months after the later of removal of the Program Listing or termination of the Program Agreement (the "Program Tail Period") with a Buyer who expressed an Indication of Interest in that Program Listing through the Platform. The Program Tail Period is distinct from the Tail Period defined in Section 1.
    • Seat rebate. Seat fees actually paid by a Program Broker before its first Consummated Transaction of a Program Listing, up to twelve (12) months of Seat fees, are credited against the Platform Success Fee on that first transaction. The rebate is a line item on that one Platform Success Fee only: it cannot exceed the Platform Success Fee on that transaction, has no cash value, is not a refund, is not a Credit under Section 19, and is not a guarantee of any outcome. If no Consummated Transaction occurs, nothing is refunded.
    • A Program Listing may be published on bridgebook.io only where BridgeBook may lawfully market the Business and receive the Platform Success Fee in the state where the Business is located. Where it may not, the Business is not published on any BridgeBook marketplace surface, no Platform Success Fee or publication fee is charged, and the Program Broker may use the Licensed Surfaces under its Seat to market the Business elsewhere under its own authority. BridgeBook's determination of which treatment applies, made in good faith on counsel's advice, is final.
    • The Platform Success Fee is not charged on the real property component of any transaction.
    • Section 7 of these Terms (the Success Fee payable by Sellers) does not apply to a Program Listing unless a Co-Brokerage Addendum names BridgeBook as a party to the Seller's engagement. Sections 5, 8 (other than 8.4 as against the Seller), and 9 (other than its Success-Fee-measured remedies as against the Seller) apply to every Program Listing in full. Section 21.16 states the Program Seller's position. Credits under Section 19 do not reduce a Platform Success Fee.
    • A Program Broker code is an attribution device only. Section 20 does not apply to Program Brokers, their Seats, or Sellers attributed to a Program Broker code, and no Section 20 fee is payable on a Program Listing or on any Business attributed to a Program Broker code.

    21.4 Reporting, Collection, Audit, and Remedies

    • A Program Broker must report to BridgeBook: (a) every signed engagement for a Program Listing within five (5) business days of signature; (b) every letter of intent or offer accepted on a Program Listing within five (5) business days; and (c) every Consummated Transaction of a Program Listing within five (5) business days of the Fee Trigger Date, with a copy of the closing statement or equivalent evidence of Transaction Value and fee collected.
    • BridgeBook invoices the Platform Success Fee on receipt of the closing report. A Platform Success Fee unpaid after its due date bears interest at one and one half percent (1.5%) per month, or the maximum rate permitted by law if lower, from the due date until paid.
    • Where a Program Broker fails to report a Consummated Transaction and BridgeBook discovers it independently, the Program Broker pays, in addition to the Platform Success Fee and interest, a fixed investigation charge of Five Thousand Dollars ($5,000.00) and BridgeBook's reasonable attorneys' fees and collection costs. Sections 7.8, 8.4, and 9 do not apply to Program Brokers; this Section 21.4 states BridgeBook's remedies against a Program Broker for unpaid or unreported Platform Success Fees.
    • BridgeBook may, on fifteen (15) days' written notice and no more than once in any twelve (12) month period unless a prior audit found a discrepancy, review the Program Broker's records relating to Program Listings, including engagement letters, closing statements, and fee receipts. Records must be kept for three (3) years after closing. If an audit reveals an underpayment of more than five percent (5%), the Program Broker pays the reasonable cost of the audit in addition to the shortfall and interest.

    21.5 Publishing Rights Reserved to BridgeBook

    • Publication of any Listing on bridgebook.io or any BridgeBook marketplace surface is at BridgeBook's sole discretion. A Program Broker prepares a Seller's intake and data room in the Platform; BridgeBook reviews, may edit for accuracy, format, and compliance (including listing-title rules), and decides whether and when to publish. Program Brokers cannot publish Listings unless BridgeBook grants that right to their firm in writing, and BridgeBook may withdraw a grant at any time.
    • BridgeBook may decline or remove any Listing, including for incomplete data rooms, valuation representations that do not trace to documented financials, licensing concerns, or conduct that BridgeBook determines may harm Sellers, Buyers, or BridgeBook.
    • BridgeBook operates the NDA, Buyer screening, and Buyer relay for every published Listing. Buyers contact BridgeBook, and BridgeBook relays qualified interest to the Program Broker. Program Brokers must not publish Buyer identities, share one Buyer's identity with another, or disclose Confidential Information outside the Platform's NDA process.
    • BridgeBook does not syndicate Program Listings to third-party listing sites. Published Listing facts must match every other place the Program Broker markets the same Business. A Business listed elsewhere at a different price or with different financials will be removed.

    21.6 Licensed Surfaces, Attribution, and Seller Disclosure

    • BridgeBook grants each Program Broker a limited, non-exclusive, non-transferable, revocable license during the term to present the Licensed Surfaces under the Program Broker's own name and marks.
    • The license is for the Program Broker's own brokerage practice only. A Program Broker may not resell, sublicense, white-label to a third party, or otherwise make the Platform or the Licensed Surfaces available to any other broker, firm, agency, or business, may not issue Seats to anyone outside its own firm, and may not act as an agent, reseller, or distributor of BridgeBook. Any such use terminates the license under Section 21.11.
    • The Program Broker may, but is not required to, display a factual software attribution supplied by BridgeBook (for example, "Powered by BridgeBook"). No license to use the BridgeBook name, seal, or marks in the Program Broker's advertising or branding is granted. Program Brokers may not represent that the Platform, its valuation engine, or its sold-comparable data is their own creation.
    • The Program Broker's Seller engagement letter, and the Program Seller Addendum under Section 21.16, must disclose in plain language that the software, data room, marketplace, NDA process, and Buyer relay are operated by BridgeBook, that BridgeBook may receive a fee in connection with the transaction and the basis of that fee, whether BridgeBook is a co-broker for that Business, and that certain Seller-facing communications generated by the Platform are reviewed by BridgeBook before they are sent.

    21.7 Data Roles, Ownership, and Confidentiality

    • Seller data belongs to the Seller. Documents, financials, and information a Seller places in a data room remain the Seller's property. A Program Broker receives a license to use that data to perform its engagement.
    • BridgeBook's role differs by surface. For the marketplace, the NDA process, and Buyer screening, BridgeBook acts as an independent business under Section 12 and the Privacy Policy. For the Licensed Surfaces used under a Program Broker's name, BridgeBook processes Seller data on the Program Broker's behalf under the Data Processing Exhibit to the Program Agreement, which lists sub-processors by name, limits use to the purposes of the engagement, provides deletion on termination and breach notice, and prohibits use of a Program Seller's identifiable data or financials in BridgeBook's own valuation datasets without the Seller's separate written consent. Section 10.2 does not grant BridgeBook a license to use Program Seller content for promotion.
    • BridgeBook may contact a Seller of a Program Listing only in its capacity as Platform operator or, under a Co-Brokerage Addendum, as co-broker: account access, NDA and Buyer relay, document requests needed for publication, security and legal notices, and any communication the Seller initiates. During the term and for twelve (12) months after termination, BridgeBook will not solicit a Program Broker's Seller to engage BridgeBook directly for the sale of the same Business, except where the Program Broker's engagement has ended or the Seller asks.
    • Program Brokers must keep Confidential Information of Sellers and Buyers within the Platform, must not export Buyer lists, and must not use Platform data to solicit Buyers or Sellers for any purpose outside the Program Listing to which the data relates.
    • Aggregated and de-identified data derived from Platform use belongs to BridgeBook, subject to the consent rule above for sold-comparable use of Program Seller financials.

    21.8 No Exclusivity

    • The Broker Program is non-exclusive. A Program Broker may use other platforms, marketplaces, and tools, and BridgeBook may enroll other Program Brokers in any territory and may continue to represent Sellers directly.
    • BridgeBook does not grant territories, industries, or Seller categories to any Program Broker. Any territory arrangement exists only in a signed Program Agreement.

    21.9 Platform Rules of Use

    Program Brokers shall:

    • Never disparage any other broker, firm, platform, advisor, or professional in marketing, Seller conversations, or Listings. The Program sells on its own facts.
    • Base every valuation representation on documented financials, quote ranges that trace to sold comparables, and never state or imply a value before reviewing the books. A Program Broker may not tell a Seller that the Business is worth more than the documented analysis supports in order to win an engagement.
    • Never guarantee a sale, a price, a timeline, or a Buyer to any Seller, and never represent that BridgeBook guarantees any of those. Never make an earnings or income representation about the Broker Program to anyone.
    • Never take custody of deposits, earnest money, purchase funds, or securities. All funds move through attorneys, escrow, or licensed closing agents.
    • Follow BridgeBook's listing-title, copy, and confidentiality rules for any text BridgeBook publishes on its own surfaces.
    • Comply with all applicable law, including advertising, anti-spam, telephone consumer protection, fraud, real estate licensing, and securities law, in every state a transaction touches. Communications the Program Broker sends under its own name are the Program Broker's communications, sent under consents the Program Broker obtained.

    These are rules for use of the Platform and do not prescribe how a Program Broker operates its own practice. BridgeBook may suspend or terminate a Program Broker, withhold or reverse fees, and remove Listings for breach of this Section.

    21.10 Stock and Membership-Interest Transactions

    • Until BridgeBook publishes the securities review described in this Section, transactions structured as a sale of stock or membership interests are excluded from the Broker Program: they may not be Program Listings, and no Platform Success Fee is charged or paid on them. Program Listings are asset sales only.
    • When the review exists, a transaction structured as a sale of stock or membership interests may proceed on the Platform only after a securities review has been recorded in the Platform bearing two certifications: the Program Broker's certification that the transaction meets the conditions of the federal M&A broker exemption and the applicable state exemption, and BridgeBook's own recorded exemption checklist for its own participation, including disclosure of any financing referral and any buy-side relationship.
    • BridgeBook may decline to publish or to participate in any transaction that does not meet those conditions. BridgeBook will not receive any Platform Success Fee on an equity transfer unless its own review is recorded.

    21.11 Termination and In-Flight Transactions

    • Either party may terminate the Program Agreement on thirty (30) days' written notice. BridgeBook may terminate immediately for breach of Section 21.1, 21.9, or 21.10, for unpaid fees under Section 21.2, or for conduct described in Section 2.4.
    • On termination: (a) Seats are closed at the end of the notice period; (b) the Program Broker may export its own engagement records and Seller documents within thirty (30) days, subject to each Seller's rights; (c) a published Program Listing remains published only on the Seller's written election and only while an engagement with a party lawfully able to market the Business (the Program Broker, a successor broker, or BridgeBook where lawful) is in force; otherwise it is removed within five (5) business days of termination; (d) each Seller chooses whether to continue with the Program Broker, with BridgeBook, or with neither, and where a Seller elects to continue with BridgeBook directly on the same Business within the Program Tail Period, the former Program Broker receives the share of BridgeBook's collected Success Fee on that transaction stated in the Program Agreement, payable within ten (10) business days after BridgeBook collects; and (e) Section 21.3 fees survive for every Consummated Transaction within the Program Tail Period.
    • Termination does not relieve either party of obligations accrued before termination or of Sections 21.3, 21.4, 21.5, 21.7, 21.9, 21.10, 21.12, 21.14, and 21.16, which survive.

    21.12 Course License

    • The BridgeBook broker course, its lessons, templates, scripts, checklists, and recordings are Digital Products under Section 18, and Section 18 applies in full, including its restrictions on copying, resale, and credential sharing.
    • Course access is included with an active Seat for as long as the Seat remains active. If BridgeBook later offers the course for standalone purchase, that purchase receives the access period in Section 18.7.
    • Completion of the course confers no license, certification, or designation, satisfies no state licensing requirement, and is not approved pre-licensing or continuing education in any state.
    • BridgeBook makes no representation about any Program Broker's income or results and has no results data from the Broker Program. Program materials describe fee mechanics only and do not state expected earnings.

    21.13 Founding Member Pricing

    • BridgeBook may offer a limited number of Program Brokers ("Founding Members") a reduced Seat rate and stated benefits for enrollment before a published deadline or until a published cohort cap is reached, whichever comes first. The cap and deadline are stated on the Program page.
    • The Founding Member Seat rate is locked for twenty-four (24) months from enrollment while the Seat remains continuously active or suspended under the runway rule in Section 21.2. A lapse in payment of more than thirty (30) days ends the lock, and re-enrollment is at the then-current rate.
    • Founding Member terms are personal to the enrolling Program Broker and are not transferable or assignable.
    • Founding Member pricing does not change the Platform Success Fee, reporting duties, or any other obligation in this Section.

    21.14 Indemnity for the Program Broker's Own Conduct

    • In addition to Section 15, each Program Broker agrees to indemnify, defend, and hold harmless the Indemnified Parties from any claim, fine, penalty, fee forfeiture, rescission demand, or loss arising out of: (a) the Program Broker's own marketing, negotiating, or acceptance of compensation for a business or real property sale without a license required of the Program Broker by applicable law; (b) any transaction the Program Broker structured as a securities sale without the review required by Section 21.10; (c) any valuation, price, outcome, or earnings representation the Program Broker made to any person; (d) any dispute between the Program Broker and a Seller over the Program Broker's engagement or fee; (e) communications the Program Broker sent without the consents applicable law requires; and (f) the Program Broker's breach of Section 21.1 or 21.9.
    • BridgeBook may withhold amounts otherwise payable to a Program Broker, and may suspend Listings, pending resolution of any such claim.

    21.15 Buy-Side Relationships and Dual Representation

    • BridgeBook represents certain Buyers under separate buy-side engagements and operates Buyer matching. Where a Buyer represented by BridgeBook, or a Buyer with whom BridgeBook has a fee arrangement, pursues a Program Listing on which BridgeBook is co-broker, BridgeBook discloses the relationship in writing to the Seller, the Program Broker, and the Buyer before any offer is relayed, and proceeds only with the written consent of the Seller and the Buyer. On an equity transfer the disclosure and consent are also conditions of Section 21.10.
    • Buyers never see other Buyers, and Sellers never see Buyer identities before an NDA, on any Program Listing.

    21.16 Program Sellers

    • A Seller whose engagement runs to a Program Broker (a "Program Seller") accepts these Terms and the Privacy Policy, acknowledges BridgeBook as Platform operator, and consents to BridgeBook's NDA and Buyer screening process by signing the Program Seller Addendum before using any Platform surface. Acceptance of these Terms is a condition of intake on a Program Broker's surface.
    • For a Program Listing without a Co-Brokerage Addendum, Sections 4.3, 7, and 8.4, and the Success-Fee-measured remedies of Section 9, do not apply to the Program Seller. The Program Seller's fee and exclusivity obligations run solely to the Program Broker under the Program Broker's engagement letter. Section 9's prohibition on circumvention otherwise applies, with BridgeBook's remedy against a Program Seller limited to actual damages.
    • Where a Co-Brokerage Addendum names BridgeBook as co-broker, the joint engagement letter governs the Seller's fee obligations, and Section 7 applies only as that letter states.

    21.17 Program Changes

    BridgeBook may modify, suspend, or discontinue the Broker Program on a prospective basis with thirty (30) days' notice. Changes do not affect Platform Success Fees on transactions already attributed or closed, do not shorten a Founding Member lock already in effect, and do not affect the attribution of Program Listings already published at the time of the change.

    22. CONTACT INFORMATION

    If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at:

    Exit Edge LLC Series 3

    DBA BridgeBook

    Email: legal@bridgebook.io

    Website: bridgebook.io