Buyer and Seller Terms of Use

FE International, Inc. Last Revised: 02/25/2026

Acceptance of the Terms of Use

These FE International Buyer and Seller Terms of Use (the "Agreement") govern Your registration as a buyer or seller ("You") on the FE International Marketplace, Your use of the FE International Marketplace and all tools offered on the Marketplace — including, but not limited to, the LOI Builder, the APA Builder, the Funds Verification Tool, the message center and chat function, the Automated NDA feature, and any escrow and legal integrations — and any related services provided by FE International (collectively, the "Services"). This Agreement creates a binding contract between You and FE International, Inc., a Delaware corporation, and its

subsidiaries ("FE International" or "We"). Please read the Agreement carefully, as it will define, and in some cases limit, Your rights with respect to FE International and Your use of the Services.

These terms are an integral part of the https://www.feinternational.com/ Terms of Use that apply generally to the use of the Website. You should also carefully read our Privacy Policy.

  1. Eligibility; Authority

The individual or entity whose name is set forth in the FE International registration process represents and warrants to FE International that: (i) they have the full right, power, and authority to enter into this Agreement on behalf of themselves and create a binding obligation; (ii) the execution and delivery of this Agreement has been fully authorized by such individual or entity; (iii) they have not previously been terminated from using the Services for violating any agreement with FE International; and (iv) all information provided by them is complete, accurate, and up-to-date.

IMPORTANT: IF YOU REGISTER AS AN INDIVIDUAL WITH FE INTERNATIONAL DURING THE REGISTRATION PROCESS, AND IF YOU ARE A SELLER AND THE BUSINESS YOU ARE LISTING TO SELL IS ORGANIZED AS AN ENTITY, OR IF YOU ARE A BUYER AND THE FUND, ENTITY, OR ANY OTHER FORM OF INVESTMENT VEHICLE WITH WHICH YOU ARE SEEKING TO PURCHASE A BUSINESS IN THE FE INTERNATIONAL MARKETPLACE IS ORGANIZED AS AN ENTITY, YOU HEREBY AGREE TO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED AND HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

  1. Your Materials; License

2.1 Your Materials. You are solely responsible for: (a) all materials and company data submitted to FE International for inclusion in a business listing or profile description or for use in connection with the Services, including business listings, business details, financial information, videos, information, URLs, contact information, and photos, whether or not created originally by You ("Your Content"); and (b) all websites and content linked or otherwise referenced in Your Content (the "Linked Content" and together with Your Content, "Your Materials").

2.4 Display; Listing Quality. FE International will have the sole right to determine the placement and location of all or any portion of Your Content on the FE International Marketplace. You will provide FE International with all Your Content necessary for FE International to provide the Services within 30 days of Your registration on the FE International Marketplace, and will continue to provide all Your Content necessary to perform the Services for the duration of this Agreement. You are responsible for promptly updating Your Content and contact information as necessary, including any changes to Your profile or listing regarding availability, pricing, or content. FE International may send notice to You requiring You to resolve any issues related to Your Content, including errors or violations of this Agreement. FE International has the right, in its sole discretion, to remove or modify Your Materials for any reason, including format, spelling, or other matters of presentation, or if FE International believes Your Materials violate this Agreement. You grant FE International permission to utilize automated software to retrieve and analyze websites associated with a listed business for quality and service purposes, and You authorize FE International to modify Your Materials for listing and presentation purposes on the FE International Marketplace.

2.2 License. You hereby grant to FE International a royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable right and license to copy, modify, display, distribute, perform, create derivative works from, store, and otherwise use and exploit all Your Content, in any form and through any media, software, or technology, in connection with: (a) providing You the Services; and (b) distributing Your Content on or in connection with the websites and other properties owned, operated, or powered by FE International (including its subsidiaries) (the "FE International Properties") or through its authorized partners and licensees (together with the FE International Properties, the "FE International Network"). FE International makes no claim to any ownership interest in Your Content, and no ownership rights will be transferred under this Agreement.

2.3 Representations and Warranties. You represent and warrant to FE International that: (a) You hold all ownership rights, including all applicable intellectual property rights, in Your Content necessary to grant FE International the license in Section 2.2, and Your Content will not violate any third-party rights; (b) Your Content and Your use of the Services do not violate, facilitate, or encourage violation of any applicable law, and You will not discriminate in the purchase or sale of any business on the basis of any protected class under applicable laws; (c) Your Content is not obscene, defamatory, disparaging, deceptive, profane, or indecent; (d) the provision of Your Content does not violate any confidentiality obligations to which You are bound; and (e) Your Content is not misleading, intentionally or negligently fraudulent, and is true and correct in all material respects as of the date of its disclosure.

Prohibited Uses; Confidentiality; Source of Information

3.1 Prohibited Uses.

You will not, and will not authorize any party to: (a) provide any fraudulent, negligently misrepresentative, or otherwise misleading listings; (b) use any Services for benchmarking or similar testing; (c) use any automated or manual means of scraping or data extraction to collect FE International listing, profile, or advertisement- related information from the FE International Properties except as expressly permitted by FE International in writing; (d) use any Services for the purpose of building a competitive product or service; (e) list anything illegal or engage in any illegal or fraudulent business practice, or engage in practices not in compliance with the Content Standards set forth in our Terms of Use; (f) conduct automatic queries, including screen and database scraping, spiders, robots, crawlers, bypassing "captcha" or similar precautions, or any other automated activity intended to obtain information from the Services or interfere with the performance of the Services; (g) re-post or display in any way the public or confidential information of any business on any other domain, whether private or public; (h) sell, purchase, advertise, solicit, or engage in securities transactions, as the term "security" is defined in the Securities Act of 1933, as amended, in any way; (i) advertise in any way, in any format, on the FE International Properties; (j) commit any Prohibited Uses as defined in our Terms of Use; or (k) engage in any acts or omissions that violate the FE International Code of Conduct.

3.2 Confidentiality.

The confidentiality of Your information on the FE International Marketplace is critically important to us.

3.2.1 Definitions.

The term "Evaluation Material" means information concerning a provider of information ("Provider") which has been or is furnished to a recipient of information ("Recipient") or its Representatives in connection with the

Recipient's evaluation of a possible transaction (a "Possible Transaction") on the FE International Marketplace, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations, or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient's possession prior to its being furnished by or on behalf of the Provider, provided the source of such information was not bound by a confidentiality obligation with the Provider, or (iii) becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality obligation with the Provider.

"Representatives" shall include the directors, officers, employees, agents, partners, or advisors (including, without limitation, attorneys, accountants, consultants, bankers, and financial advisors) of the Recipient or Provider, as applicable.

3.2.2 Use of Evaluation Material and Non-Disclosure.

Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and not disclose any of the Evaluation Material in any manner whatsoever, except to Representatives who need to know such information solely to help evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of its Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider's Evaluation Material except as provided in this Agreement. Each Recipient agrees that, without the prior written consent of the Provider, it will not, and will cause its Representatives not to, disclose to any person or entity (i) that Evaluation Material has been exchanged between the Provider and Recipient, (ii) that discussions or negotiations are taking place concerning a Possible Transaction, or (iii) any of the terms, conditions, or other facts with respect thereto (including the status thereof); provided that automated features on the FE International Marketplace may share automated and anonymized details regarding deal status, such as when a business has received or executed a Letter of Intent.

3.3 Source of Information.

All Evaluation Material that is displayed or shared on the FE International Marketplace or anywhere else on the FE International Properties is material shared by the respective buyer or seller, and does not originate from FE International. FE International makes no representations or warranties of any kind regarding such Evaluation Material.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY REPRESENTATIONS OR WARRANTIES RELATED TO THE EVALUATION MATERIAL ARE MADE BY THE BUYER OR SELLER, AS THE CASE MAY BE, SHARING OR DISPLAYING SUCH EVALUATION MATERIAL, AND NOT BY FE INTERNATIONAL OR ANY OF ITS PERSONNEL.

4.Types of Users and Transactions Allowed in the FE International Marketplace

4.1 Locations. We do not perform business or service customers located in any U.S. sanctioned country.

4.2 Deal Structures. FE International facilitates the purchase and sale of assets only in the FE International Marketplace.

4.3 No Securities. We do not promote, encourage, solicit, or facilitate the sale of Securities in the FE International Marketplace in any way. We actively monitor the FE International Marketplace to ensure that no Securities are being purchased or sold. If we determine that You are promoting, encouraging, or facilitating a Securities transaction in the FE International Marketplace, we will remove You effective immediately. Such Securities transactions include, but are not limited to:

  • The purchase and sale of any equity securities, including common stock, preferred stock, or limited liability ownership interests;
  • Partial or full ownership buyouts; or
  • The purchase and sale of any debt security, including, but not limited to, any note, bond, or evidence of indebtedness.

We reserve the right to disallow any transaction or remove any user from the FE International Marketplace for any reason, including whether the transaction or user would violate any applicable law, regulation, or statute.

5 Account Suspension or Termination; Pricing

5.1 Account Suspension or Termination.

You may end Your legal agreement with FE International at any time by deactivating Your account(s) and discontinuing Your use of the Services. Please see our Refund Policy for details. If we have determined that You have breached any terms of this Agreement or any other of our terms or policies, we may suspend or permanently disable Your account. We reserve the right to update, suspend, or discontinue any Services, or to remove You as a registered buyer or seller or otherwise terminate or suspend Your account(s) at any time, for any reason, with or without cause, in our sole discretion.

5.2 Pricing.

5.2.1 Subscription Fees.

Our current pricing schedule for buy-side subscription fees can be found at https://www.feinternational.com/pricing. We charge this fee for access to our Services and for viewing and communication access to the businesses listed on the Website. Our current pricing schedule for sell-side subscription fees can also be found at https://www.feinternational.com/pricing. We charge this fee for access to our Services and for access to the buyer pool that has chosen to use our Services.

WE RESERVE THE RIGHT TO MODIFY OR INCREASE OUR SUBSCRIPTION FEES AND THE SERVICES OR ACCESS PROVIDED IN EXCHANGE FOR SUCH SUBSCRIPTION FEES IN OUR SOLE DISCRETION AT ANY TIME, WITH OR WITHOUT ADVANCE NOTICE TO YOU. WE WILL PROVIDE ADEQUATE WRITTEN NOTICE TO YOU OF ANY PRICE CHANGES AS OF THEIR EFFECTIVE DATE, AND SUCH PRICE CHANGES SHALL BE APPLICABLE FROM THAT DATE FORWARD.

5.2.2 Closing Fees.

If You are a registered seller in the FE International Marketplace, You agree to pay FE International a services fee, which we refer to as the "Closing Fee," that is due within five (5) business days of selling Your business on or through the FE International Marketplace. The then-active Closing Fee schedule can be found at https://www.feinternational.com/pricing. We reserve the right to change the Closing Fee at any time and will provide You with adequate notice of such changes. The then-current Closing Fee shall apply to purchases and sales from the date of such adequate notice forward, regardless of when You and a buyer began acquisition discussions or negotiations.

The Closing Fee is calculated from and is inclusive of all components of the purchase price of a transaction, including, but not limited to, a down payment of cash, stock consideration, delayed contingent payments (e.g., an earnout or any conditional holdbacks), delayed non-contingent payments such as those made through any financial instrument such as a secured or unsecured promissory note, management agreements, any post-closing services agreement, or any other form of consideration utilized in a transaction. All deferred contingent or non- contingent payments shall be considered as paid at closing for purposes of calculating the Closing Fee, and such portion of the Closing Fee shall be due and payable to us at the time of closing.

In the event a transaction consists of non-cash consideration, such as securities, You agree to pay the proportional Closing Fee to us in cash. The Closing Fee shall not be paid in non-cash consideration.

You agree to (i) include the Closing Fee on any agreed-upon Funds Flow Memorandum utilized in connection with any transaction You enter into through the use of our Services; (ii) include the Closing Fee in any closing payment wire of the purchase price; or (iii) if You utilize an escrow agent, include the Closing Fee and us in the disbursement of funds from the escrow agent.

You agree to abide by the terms of Section 17.8 in connection with the remittance of the Closing Fee to us.

  1. What FE International Does

This section defines and delineates what the Services consist of and what they do not consist of. Please read it carefully, as it states what is and what is not Your responsibility in connection with the Services and any transaction You enter into through the use of the Services.

6.1 FE International's Services. FE International facilitates an online marketplace that allows potential buyers of online businesses and digital assets to connect with sellers of those businesses (the "FE International Marketplace"). FE International also provides brokerage services through its team of experienced advisors, which are governed by separate engagement agreements.

6.2 Compensation Disclosure. Occasionally, we will refer You to third-party M&A professionals (each, an "Advisor") with whom we have professional relationships, to assist You with any professional services You may require. Depending on which Advisor is being utilized, FE International may receive a referral fee — depending on the type of Advisor and to the extent permitted by applicable state and federal laws, rules, and regulations — for connecting You with such Advisor. By accepting this Agreement, You acknowledge that FE International has disclosed this referral fee arrangement and that You consent to the same. You are not required in any way to engage with any Advisor, and accepting this Agreement does not obligate You to engage with any Advisor.

6.3 Partner Compensation Disclosure. In some instances, We may offer You the option to finance the acquisition of a business on the FE International Marketplace, or otherwise assist You in the purchase or sale of a business, by using one of our trusted partners. In some instances in which You use one of these partners, the partner may pay a referral fee to FE International in consideration of the introduction.

BY ACCEPTING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT FE INTERNATIONAL HAS DISCLOSED SUCH REFERRAL FEE ARRANGEMENT TO YOU AND THAT YOU CONSENT TO THE SAME.

6.4 Deal Messaging. When a business has received a Letter of Intent (LOI) from a buyer on the FE International Marketplace, our platform will automatically send a message to other potential buyers informing them that the business has received an LOI, but will not disclose the identity of the buyer, any details regarding the buyer, or any details regarding the terms of the offer. Additionally, when Your business has been acquired, our platform will automatically send a message to all other buyers to which You have granted access informing them that the business has been acquired. By accepting this Agreement, You agree and consent to such messaging.

7. What FE International Does NOT Do

FE International strives to provide a high-quality marketplace connecting buyers, sellers, and M&A professionals. However, You hereby acknowledge and agree that FE International DOES NOT engage in, and IS NOT, now or at any time in the future, any of the following:

  1. Unless we have entered into a separate agreement with You, signed by both parties, that EXPLICITLY establishes an agent-principal relationship in writing, FE International does not represent You as a buyer or seller in any fiduciary, agent-principal, broker, attorney-client, or any other capacity, and Your use of the Services does NOT create, by implication or otherwise, any fiduciary duty, attorney-client relationship, or any other sort of professional relationship or representation. FE International is NOT and does not hold itself out to be Your attorney, broker, fiduciary, agent, or any sort of representative. FE International engages in no negotiation whatsoever on Your behalf, except as explicitly provided in a separately executed brokerage engagement agreement.
  2. FE International is not a law firm, and the Services do not constitute legal advice. Any information that FE International or its employees or independent contractors provide regarding M&A transactions is for informational purposes only and is NOT legal advice and should not be interpreted or treated as such.
  3. FE International does not facilitate or assist with any closing items of any kind, including, but not limited to, obtaining tax or lien clearances, publishing bulk sale notifications, obtaining Employment Development Department, Board of Equalization, or Franchise Tax Board releases, or filing any purchase price allocation forms, e.g., IRS Form 8594 (collectively, "Closing Items"). All Closing Items are exclusively Your responsibility.
  4. Unless we have entered into a separate written agreement with You, signed by both parties, that EXPLICITLY states that we will render such services, FE International does not broker or transact any of the transactions on the FE International Marketplace through the Website alone. Any brokerage services provided by FE International are governed exclusively by a separately executed engagement agreement.
  5. FE International and each Advisor are independent contractors. FE International has no power or authority to assume or create any obligation or responsibility on behalf of an Advisor, and no right, power, or authority to enter into any agreement or undertaking, or to act as agent or representative of, or otherwise bind, an Advisor.
  6. While FE International attempts to curate high-quality Advisors in their respective verticals, FE International makes no representations, warranties, or guarantees of any kind regarding any Advisor or any Advisor's services.
  7. While FE International attempts to curate high-quality partners, FE International makes no representations, warranties, or guarantees of any kind regarding any partner or any partner's services.
  8. FE International performs no technical, legal, financial, or any other kind of due diligence on buyers or sellers in the FE International Marketplace and makes no representations, warranties, or guarantees regarding such buyers or sellers. FE International cannot guarantee whether a business listed on the FE International Marketplace is suitable for a particular buyer, or whether any listed business will meet a buyer's performance expectations. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR PERFORMING ALL DUE DILIGENCE ON ALL BUYERS AND SELLERS IN THE FE INTERNATIONAL MARKETPLACE.
  9. FE International is not a party to any transaction agreement or definitional document pertaining to an M&A transaction between You and a buyer or seller on the FE International Marketplace, or You and an Advisor.
  10. FE International does not guarantee the success of any M&A transaction originated in the FE International Marketplace. All transactions contain inherent risk and are arm's-length negotiations between the buyer and seller. FE International cannot guarantee or compel any buyer or seller to consummate a transaction and is not responsible or liable for any costs, expenses, damages, or fees incurred by either party during or in connection with such a transaction.
  11. FE International is not a valuation firm. Any valuations or opinions of value provided through the Website or its tools are for informational purposes only. FE International cannot and does not make any guarantee, representation, or warranty regarding the accuracy or completeness of any valuation-related information.
  12. FE International does not engage in dispute resolution of any dispute, controversy, disagreement, or proceeding between You and any buyer, seller, or Advisor on the FE International Marketplace.
  13. FE International does not, through the Website alone, offer to sell businesses or other business opportunities, buy or offer to buy businesses or other business opportunities, solicit prospective sellers or buyers, or negotiate the purchase, sale, or exchange of businesses or other business opportunities.

8. FE International Resources; Valuation Tools; LOI Builder

All resources that we provide in the FE International Marketplace, including but not limited to any valuation calculator, LOI Builder, or acquisition process guides, are for informational purposes only and do not constitute legal, tax, or any other type of professional advice.

The LOI Builder is for informational purposes only and does not constitute an attorney-client relationship between FE International and You. You hereby agree and acknowledge that Your use of the LOI Builder does not create any attorney-client relationship between You and FE International.

Any guided acquisition process tools are provided for informational purposes only and do not constitute or create any fiduciary, agency, brokerage, or other professional relationship between You and FE International.

In all instances, You should consult with legal, tax, or other qualified advisors with regard to Your personal situation.

Any valuation tools offered on the Website are for informational purposes only and are not a substitute for a valuation performed by a qualified professional. There are many unknown or unexpected factors that could affect the market value of Your business, and we encourage You to consult with qualified professionals to obtain a formal valuation.

9. Business Information Provided Voluntarily for Use of Services

We may collect information that You voluntarily provide to us in order to provide You the Services. Specifically, if You register as a seller on the FE International Marketplace and wish to incorporate data from Your accounts with third-party tools and applications — such as Stripe, Google Analytics, ChartMogul, Baremetrics, or ProfitWell — and display such data on the information page of Your business listing to potential buyers, by signing into Your account with such third-party tools or providing us with Your API Keys or View IDs, You are authorizing us and granting us read access to certain information in Your accounts with such third parties for the purpose of providing the Services.

You use any third-party services or content solely at Your own risk and must be aware of and have consented to any applicable third-party terms and conditions. Under no circumstances will FE International be liable or have any obligations whatsoever in relation to the content, proper functionality, availability, or security of any link with any third-party services or transactions completed, or any contract entered into by You with any such third party.

For more information, please see "Information Provided Voluntarily For Use of Services" in our Privacy Policy.

10. Identity Verification Integrations

FE International may utilize third-party identity verification services to verify the identities of users in the FE International Marketplace and conduct any necessary background checks for compliance purposes. We do not collect or retain any of the information that such third-party verification providers collect. All activity is conducted through the relevant provider, and we are not a party to any interaction or transaction between You and such provider.

You hereby authorize any applicable identity verification provider to collect any information that is necessary for performing such services.

11.Escrow Integrations

We partner with trusted escrow service providers to streamline escrow services in the event of an acquisition generated through the FE International Marketplace. For each such transaction, the applicable escrow agent is the escrow agent of record, and our role is limited only to initiating a transaction record in connection with Your acquisition.

Any disputes or controversies regarding an escrow transaction should be addressed directly to the applicable escrow service provider. FE International is not licensed or authorized to cancel or modify a funded transaction in any way, or to adjudicate or mediate any escrow transaction.

Like FE International, our escrow partners do not complete any Closing Items on Your behalf. You here by acknowledge and agree that all Closing Items are exclusively Your responsibility and may require professional counsel to complete.

All escrow transactions are subject exclusively to the applicable escrow provider's terms of use and dispute processes.

Under no circumstances shall FE International be liable, in any amount, for any damages resulting from or relating to any escrow dispute between a buyer and seller in the FE International Marketplace.

12. Disclaimer

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES.

FE International does not own or control any of the buyers, sellers, sellers' businesses or assets, or Advisors in the FE International Marketplace. The availability of any buyer, seller, or Advisor does not indicate an affiliation with or endorsement of any buyer, seller, or Advisor. Accordingly, FE International does not provide any representations, warranties, or guarantees with respect to any buyer, seller, business or assets of any seller, or any Advisor or any services or products offered by any Advisor. If You wish to obtain representations, warranties, or guarantees with respect to any buyer, seller, sellers' assets or businesses, or Advisor, please consult directly with such buyer, seller, or Advisor.

FE INTERNATIONAL PROVIDES THE SERVICES AND ALL OTHER RESOURCES "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," WITH THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT WITH YOU, AND WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT FE INTERNATIONAL SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF REPRESENTATION OR WARRANTY CLAIM ARISING OUT OF ANY BUYER, SELLER, OR M&A ADVISOR'S FAILURE TO HONOR ANY REPRESENTATION OR WARRANTY OBLIGATION TO YOU.

13. Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES.

UNDER NO CIRCUMSTANCES WILL FE INTERNATIONAL OR ITS SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (EVEN IF FE INTERNATIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO ANY ASPECT OF THE SERVICES, WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF THE SERVICES, FROM INABILITY TO ACCESS THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICES. THIS LIMITATION ALSO APPLIES TO ANY DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICES OR ON THE WEBSITE, OR ANY LINKS ON THE WEBSITE. FE INTERNATIONAL WILL NOT BE LIABLE TO YOU FOR ANY UNAUTHORIZED USE OF ANY LISTED BUYERS, SELLERS, OR ADVISORS AND SERVICES BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION OR TAMPERING BY NETWORK HACKERS.

FE INTERNATIONAL DOES NOT ACCEPT ANY LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN NEGLIGENT) FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT) WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM USE OF OR RELIANCE ON INFORMATION OBTAINED FROM ANY VALUATION TOOLS OR ANY OF THE OTHER SERVICES.

FE INTERNATIONAL'S (AND ITS SUBSIDIARIES') AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF $100.00 OR THE AMOUNT YOU HAVE PAID FE INTERNATIONAL IN THE PAST 12 MONTHS, IF ANY.

14. Indemnification

You shall defend, indemnify, and hold harmless FE International, its subsidiaries, and each of their respective employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, related to (i) Your use or misuse of, or access to, the FE International Marketplace, any resource provided by FE International, or Your Materials; (ii) any breach of any covenant, representation, or warranty contained in this Agreement, including any breach of the Prohibited Uses set forth in Section 3; (iii) the breach of any representation or warranty set forth in this Agreement, provided that any indemnity with regard to use of the FE International Marketplace excludes any aspect or relationship that FE International does not and cannot access, including but not limited to privileged or confidential communications between You and a buyer, seller, or Advisor; or (iv) the truth or falsity of any information contained in Your Materials, any Evaluation Material, or any other information of any kind or medium that is posted, displayed, shared, referred to, or used in connection with Your use of the FE International Properties. FE International reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in asserting any available defenses.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts located in California.

16. Modification

FE International reserves the right, in its sole discretion, to modify or replace any part of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending You notice through the Services, via email, or by another appropriate means of electronic communication. FE International may also impose limits on certain features and services or restrict Your access to parts or all of the FE International Marketplace, without notice or liability. While FE International will timely provide notice of modifications, it is also Your responsibility to check this Agreement periodically for changes. Your continued use of the Services following notification of any changes constitutes acceptance of those changes.

17. Miscellaneous

17.1 Assignment. You will not assign any of Your rights or delegate any of Your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves You of any of Your obligations under this Agreement.

17.2 No Waivers. The failure by FE International to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of FE International.

17.3 Integration. This Agreement is intended to be read in conjunction with any separate agreements entered into between You and FE International. In the event of any conflict between the terms of this Agreement and the terms of any other agreement entered into between You and FE International, the terms of such other agreement shall control.

17.4 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than You.

17.5 Severability. If any provision of this Agreement is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.

17.6 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service. Written notices to FE International should be sent to: [FE International, Inc., Address, City, State, ZIP]. Electronic notices should be sent to legal@feinternational.com.

17.7 Attorneys' Fees. In the event any dispute arises out of this Agreement, the substantially prevailing party shall be entitled to an award of its reasonable attorneys' fees and other related costs.

17.8 Non-Circumvention. You shall not, directly or indirectly, enter into any transaction or take any action that would prevent us from receiving the compensation contemplated by this Agreement. You agree to take no steps to circumvent this Agreement or any of the benefits conferred to us. You agree that You shall transact all business with parties that You meet on the FE International Marketplace and not "go off platform" or in any way circumvent the remittance of the Closing Fee to us. The provisions of this section shall survive termination of the Agreement, and any breach of this provision shall be deemed a material breach of the Agreement. For the avoidance of doubt, this section applies to the payment of the Closing Fee to us.