Terms of Use.

1. Acceptance of Terms

By accessing or using Sellvara (the "Platform"), operated by [LEGAL ENTITY NAME] ("Sellvara", "we", "us"), you agree to these Terms of Use. If you do not agree, do not use the Platform. These terms form a binding agreement between you and Sellvara.

2. Eligibility

You must be at least 18 years old and able to form a binding contract. If you use the Platform on behalf of a business, you represent that you have authority to bind that business. You are responsible for keeping your account credentials secure and for all activity under your account.

3. Description of the Service

[LAWYER TO REVIEW] Sellvara is a technology platform that provides tools and information to connect business sellers, business buyers, and professional advisors. Sellvara is not a dealer, broker, adviser, investment adviser, or registrant under securities law. Sellvara is not a party to any transaction between users and does not represent either the buyer or the seller. Any transaction is solely between the users involved.

This clause is the core positioning that ties to your NI 31-103 exposure. Do not publish this wording until counsel signs off on it.

4. Account Registration

You agree to provide accurate and complete information and to keep it current. We may suspend or terminate accounts that contain false information or that we reasonably believe are being used improperly.

5. Acceptable Use

You agree not to:

• Use the Platform for any unlawful purpose
• Misrepresent yourself, your business, or a business you list
• Access confidential information you are not authorized to view
• Circumvent the NDA gate or attempt to contact a seller outside the Platform to avoid fees
• Scrape, copy, or resell Platform data
• Interfere with the security or operation of the Platform

6. Listings and User Content

Sellers are solely responsible for the accuracy of their listings, financial figures, and any representations made. You grant Sellvara a non-exclusive, worldwide, royalty-free license to host, display, and process the content you submit for the purpose of operating the Platform. You retain ownership of your content.

Sellvara does not verify, endorse, or guarantee any listing, financial figure, or user. Buyers are responsible for their own due diligence.

7. Confidentiality and NDA Gate

[LAWYER TO REVIEW] Access to confidential seller information is controlled by a non-disclosure agreement that the seller must approve. By requesting access, you agree to be bound by the applicable NDA. Sellvara is not liable for a user's breach of an NDA or for the misuse of confidential information by another user.

Counsel should confirm how the ToS, the NDA, and your liability for a confidentiality leak interact, given you are handling confidential financials.

8. Valuations and No Advice

[LAWYER TO REVIEW] Any valuation output, including instant estimates, AI valuation reports, and CBV appraisals, is provided for informational purposes only. It is not investment advice, financial advice, tax advice, legal advice, or a recommendation to buy or sell any business or security. You should obtain independent professional advice before entering any transaction. Sellvara is not liable for decisions made in reliance on any valuation output.

This is your liability shield on valuation outputs. Counsel should confirm the wording protects you if a user relies on a figure and the deal goes bad.

9. Fees

[LAWYER TO REVIEW] Fees applicable to the Platform are described at [LINK OR SECTION]. This may include listing fees, buyer subscriptions, success fees, valuation report fees, due diligence package fees, and referral arrangements with financing and legal providers. You agree to pay all applicable fees. We may change fees on notice.

Success fee characterization is the specific NI 31-103 trigger. Counsel must approve how success fees and referral fees are described and earned before this is live.

10. Referral Disclosures

[LAWYER TO REVIEW] Sellvara may refer users to third-party financing providers, legal providers, or other advisors and may receive a fee for such referrals. A referral is not an endorsement. You are responsible for evaluating any third party before engaging them.

11. Intellectual Property

The Platform, including its software, design, brand, wordmark, and content created by Sellvara, is owned by Sellvara and protected by intellectual property law. You may not use our brand or content without written permission.

12. Disclaimer of Warranties

The Platform is provided "as is" and "as available" without warranties of any kind, express or implied, including fitness for a particular purpose and non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or secure.

13. Limitation of Liability

[LAWYER TO REVIEW] To the maximum extent permitted by law, Sellvara is not liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or business, arising from your use of the Platform. Our total liability for any claim is limited to [AMOUNT OR FEE-BASED CAP].

Boilerplate under-protects a platform touching confidential financials and valuations. Counsel should set the cap and confirm enforceability in Ontario.

14. Indemnification

You agree to indemnify and hold Sellvara harmless from any claims, losses, or expenses arising from your use of the Platform, your content, your transactions with other users, or your breach of these terms.

15. Termination

We may suspend or terminate your access at any time for breach of these terms or for any reason on reasonable notice. You may stop using the Platform at any time. Provisions that by their nature should survive termination will survive.

16. Governing Law and Dispute Resolution

[LAWYER TO REVIEW] These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. [DISPUTE RESOLUTION MECHANISM: courts of Ontario, or arbitration. Counsel to advise.]

17. Changes to These Terms

We may update these terms from time to time. Material changes will be posted with a revised "Last updated" date. Continued use after changes means you accept the updated terms.

18. Contact

Questions about these terms can be sent to [CONTACT EMAIL].