IMPORTANT: These terms were drafted with AI assistance and should be reviewed by a licensed attorney before publication. This document does not constitute legal advice.

Marketplace Terms

Last updated: March 24, 2026 | Effective: March 24, 2026

These Marketplace Terms (“Marketplace Terms”) govern your use of the FairlyFunded business buying and selling marketplace (the “Marketplace”). These Marketplace Terms supplement and are incorporated into the FairlyFunded Terms of Service. Capitalized terms not defined here have the meanings given in the Terms of Service. By using the Marketplace, you agree to these Marketplace Terms.

FairlyFunded operates the Marketplace as a platform only. We are NOT a party to any transaction between buyers and sellers. We do not buy, sell, broker, or transfer businesses. We do not hold escrow funds, guarantee transaction completion, or verify the accuracy of listings.

1. Platform Role

The Marketplace is a technology platform that facilitates connections between business sellers (“Sellers”) and prospective buyers (“Buyers”). FairlyFunded provides the software infrastructure for listing, discovery, messaging, and basic analytics. FairlyFunded is not a business broker, investment advisor, real estate agent, escrow agent, or fiduciary. We do not participate in negotiations, set prices, structure deals, or provide advice on the suitability of any transaction. Any transaction you enter into is solely between you and the other party.

2. Listing Requirements and Seller Obligations

By creating a listing on the Marketplace, Sellers represent, warrant, and agree that:

• They have the legal authority and right to list the business for sale and to transfer ownership of the business if a sale is completed
• All information provided in the listing is accurate, truthful, complete, and not misleading, including financial data, revenue figures, profit margins, customer counts, employee information, and asset descriptions
• They will promptly update listings to reflect any material changes in the business's condition, financial performance, legal status, or other relevant facts
• The business complies with all applicable laws and regulations and is not subject to any undisclosed liens, encumbrances, lawsuits, regulatory actions, or other material liabilities
• They will not list businesses they do not own or have authority to sell, fictitious businesses, or businesses with fabricated financial information
• They will respond to reasonable inquiries from Buyers in a timely manner
• They will comply with all applicable securities laws and regulations, including any requirements related to the sale of business interests

FairlyFunded reserves the right to remove any listing at any time, with or without cause or notice, including listings that we determine contain inaccurate information, violate these Terms, or may expose FairlyFunded or its users to harm.

3. Buyer Obligations

By using the Marketplace as a Buyer, you agree that:

• You are solely responsible for conducting your own due diligence on any business listed on the Marketplace, including independent verification of all financial data, legal status, tax obligations, contracts, leases, intellectual property, and any other material aspects of the business
• FairlyFunded does not verify, audit, or guarantee the accuracy of any listing information, financial data, seller representations, or other content provided by Sellers
• You will engage your own qualified professionals, including attorneys, CPAs, and business valuators, before entering into any transaction
• You will not rely solely on information provided through the Marketplace, including AI-generated valuations or Business Health Scores, when making purchase decisions
• You have the financial capacity and legal authority to complete any transaction you initiate
• You will comply with all applicable laws, including securities regulations, tax laws, and any industry-specific requirements

4. Valuation and Business Health Score Disclaimer

AI-generated business valuations and Business Health Scores are automated estimates provided for informational and educational purposes only. They are NOT professional appraisals, fairness opinions, or investment advice.

AI valuations are based on limited data inputs and algorithmic models. They may not account for all relevant factors, market conditions, industry nuances, intangible assets, or other variables that a qualified business valuator would consider. Actual business values may differ significantly from AI-generated estimates.

Business Health Scores are aggregate indicators based on the data available to the Platform. They do not constitute a financial audit, credit assessment, or comprehensive business analysis. Scores may change as new data becomes available and should not be the sole basis for any financial or business decision.

You should always engage a qualified business valuator, CPA, and/or attorney to perform an independent valuation and due diligence before buying or selling a business.

5. Confidentiality

All non-public information about a listed business, including financial data, customer information, trade secrets, proprietary processes, and other confidential materials (collectively, “Confidential Information”), is shared with Buyers solely for the purpose of evaluating a potential transaction. By accessing Confidential Information on the Marketplace, you agree that:

• You will use Confidential Information solely for the purpose of evaluating the listed business and not for any other purpose, including competing with the business
• You will not disclose Confidential Information to any third party without the Seller's prior written consent, except to your professional advisors (attorneys, CPAs, etc.) who are bound by confidentiality obligations
• You will promptly return or destroy all Confidential Information if you decide not to proceed with a transaction
• FairlyFunded is not responsible for any unauthorized disclosure of Confidential Information by any party

6. Non-Circumvention

Buyers and Sellers who are introduced through the Marketplace agree not to circumvent the Platform to complete a transaction privately in order to avoid Platform fees. If a Buyer and Seller are first introduced through the Marketplace, any transaction between them involving the listed business (or substantially similar business assets) within twenty-four (24) months of the introduction shall be subject to applicable Marketplace fees, regardless of whether the transaction is completed through the Platform. This provision survives termination of your account.

Violation of this non-circumvention provision entitles FairlyFunded to recover the full Marketplace fee that would have been payable, plus reasonable costs of enforcement including attorneys' fees.

7. Escrow and Payment

FairlyFunded does NOT hold escrow funds, process transaction payments, or act as a payment intermediary for Marketplace transactions.

Buyers and Sellers are solely responsible for arranging their own payment, escrow, and closing mechanisms. We strongly recommend using a licensed escrow service and engaging qualified legal counsel for all transactions. FairlyFunded is not responsible for any loss of funds, failed payments, disputed transactions, or fraud that may occur between Buyers and Sellers.

8. Marketplace Fees

FairlyFunded may charge fees for listing businesses, featured placements, premium tools, or a success fee upon transaction completion. All applicable fees will be disclosed before you incur them. Fee schedules may change with thirty (30) days' notice. Fees are non-refundable once services have been rendered.

9. Dispute Resolution Between Buyers and Sellers

FairlyFunded is not a party to any transaction and will not mediate or resolve disputes between Buyers and Sellers. Any disputes arising from Marketplace transactions are between the Buyer and Seller. We encourage parties to resolve disputes through direct negotiation and, if necessary, through their own legal counsel. FairlyFunded shall have no liability for any dispute, loss, damage, or claim arising from a transaction between Buyers and Sellers.

10. Limitation of Liability for Marketplace

In addition to the limitation of liability provisions in the Terms of Service, you specifically acknowledge that:

• FairlyFunded is not liable for any losses arising from inaccurate listing information, misrepresentations by Sellers, or undisclosed liabilities of listed businesses
• FairlyFunded is not liable for failed transactions, losses of deposits, or transaction costs incurred by Buyers or Sellers
• FairlyFunded is not liable for any decision you make based on AI-generated valuations, Business Health Scores, or any other Platform-generated analysis
• FairlyFunded is not liable for acts or omissions of any Buyer, Seller, escrow agent, attorney, or other third party involved in a Marketplace transaction

11. Content Removal and Moderation

FairlyFunded reserves the right, but has no obligation, to monitor, review, edit, or remove any Marketplace content, including listings, messages, and reviews. We may remove content that violates these Terms, is inaccurate or misleading, infringes third-party rights, or that we determine is otherwise objectionable, at our sole discretion and without prior notice.

FairlyFunded is operated by FairlyFunded Inc. FairlyFunded is a referral platform, not a lender. All credit decisions are made by independent lending partners.