Dealform Terms of Service

Last updated May 6, 2024.

By participating in an acquisition process through Dealform LLC ("Dealform"), you agree to these Terms of Service as a binding legal agreement (the "Agreement").

The Agreement is between Dealform and you.

Dealform is an escrow service offered online at https://www.dealform.com (the "Website").

You are a person using Dealform ("You" or "User").

Definitions

Acquisition: The process of a Buyer making payment to Dealform, the Seller conveying Ownership to Buyer, and Dealform disbursing payment to Seller or returning funds to the Buyer, and all variations thereof.
Buyer: The User responsible for making Payment(s) to Dealform and receives Ownership from the Seller in an Acquisition.
Collaborator: A User invited by the Buyer to have the same access to an Acquisition as the Buyer, or invited by the Seller to have the same access to an Acquisition as the Seller.
Disbursement: A transfer of funds from Dealform escrow to the Seller, initiated by Dealform, as dictated by the terms of the Acquisition.
Instructions: The terms of the Acquisition as agreed by the Buyer and Seller at the beginning of the Acquisition process, based on the Acquisition agreements provided to Dealform and confirmed by the parties.
Marketplace Partner: A User that has been upgraded to a Marketplace Partner account and continues to satisfy all requirements for a Marketplace Partner account.
Ownership: The legal right to the specific form(s) of control described in the Instructions.
Payment: A transfer of funds from the Buyer into Dealform escrow, initiated by the Buyer.
Seller: The User responsible for conveying Ownership to the Buyer and receiving Disbursement(s) from Dealform in an Acquisition.
Services: All escrow services and transaction management services provided by Dealform to help you complete Acquisitions with other Users.
User: Any person with a Dealform User Account.

1. Eligibility

By using Dealform, you represent and warrant you:
1. are at least eighteen (18) years old;
2. are able to enter into contracts for yourself and, if you are representing an organization, also for that organization;
3. will only engage in lawful transactions between rightful owners;
4. will not violate any laws or regulations.

2. User Account

If you are eligible to use Dealform, you may open a User Account through the Website.
There is no fee for opening an account.
You must provide true, complete, and up-to-date information.
Your account password is what protects your account from abuse. You are responsible for using a strong password, keeping your account password private and secure, and changing your password periodically. Dealform isn't responsible if your password is compromised, or for any losses anyone might suffer as a result. Dealform will help you reset your password at your request.
You must notify Dealform immediately if you believe your account may be accessible by someone you have not authorized. If an account is being accessed by multiple parties, and a conflict arises about control or ownership of the account, Dealform may suspend the account.
You must notify Dealform immediately if you believe you may no longer satisfy all Eligibility requirements.
You may close your account at any time and for any reason. You may close your account through the Website, or by contacting Dealform.
Dealform may suspend your account at any time and for any reason, without providing notice of any kind.
Dealform may delete data associated with closed/suspended accounts.
You authorize Dealform to collect information about your account, including IP address and geolocation.
You authorize Dealform to collect information about you, any organizations you represent, any persons or organizations you are associated with, etc.
You authorize Dealform to use information collected about you and your account for risk analysis purposes, including sharing this information with third-party risk analysis services.
You agree to promptly answer questions and supply documentation as Dealform requests.

3. Services

The Services are provided online.
Dealform acts as the escrow agent in each Acquisition by confirming the Acquisition terms with both parties and holding the Buyer's funds in a protected escrow account until the parties agree the Acquisition terms have been satisfied, after which Dealform disburses funds to the Seller, or until the buyer claims the Acquisition terms have been breached, and Dealform agrees, after which Dealform returns funds to the Buyer.
Dealform acts as the transaction manager in each Acquisition by helping the parties establish terms, make payment, monitor execution, and resolve disputes.
Dealform is obligated to perform only those duties expressly described in this Agreement and the Instructions.

4. Escrow

Dealform is an escrow service and all Acquisitions are escrow transactions. By choosing to conduct an Acquisition through Dealform, you agree to participate in an escrow transaction, not an ordinary transaction. You appoint Dealform as your escrow agent to make binding decisions on your behalf, and you relinquish any rights you might have to dispute Dealform's decisions.
A dispute may be filed with Dealform by one party to an Acquisition if it believes the other party violated the Instructions. A dispute may be filed for any of these reasons:
1. Ownership not conveyed.
2. Ownership differs significantly from what was described.
A dispute requires filing before the deadline to be considered valid. The disputing party agrees to file all disputes before the deadline specified in the Acquisition terms.
A dispute requires documentary evidence to be considered valid. The disputing party agrees to provide such evidence promptly after filing a dispute.
Dealform has the duty and sole authority to act as the arbiter of any dispute between the parties of an Acquisition.
Dealform will issue a formal decision in a dispute within thirty (30) days of collecting all necessary evidence.
If there is any conflict of terms between this Agreement and any Instructions, then the terms of this Agreement shall control first, the Acquisition agreement shall control second.
In the event that Dealform is uncertain as to its duties or rights under this Agreement or any Instructions, or under any instruction, notice, or demand from a User, government agency, financial institution, or other third party, Dealform may:
1. Consult with legal counsel. This may include staff attorneys of Dealform, Dealform, or may include outside counsel. Users hereby consent to Dealform's action based upon the recommendations of legal counsel in order to act on behalf of both parties to the Acquisition;
2. Discharge its duties under this Agreement by depositing all funds with a court of competent jurisdiction by interpleader action;
3. Give notice of Dealform's intent to resign as escrow agent. Within thirty (30) days of providing any such notice, Dealform will return all fees associated with the Acquisition. Following any such notice, Users agree that Dealform has discharged all of its duties under this Agreement. Upon payment of the escrow funds pursuant to this Agreement, Dealform shall be fully released from any and all liability and obligations with respect to the escrow funds and the Acquisition.

5. Acquisition process

An Acquisition begins when a Buyer or Seller uses the Website to submit a form to "Start an acquisition process".
Clicking the Terms of Service agreement checkbox means you have "signed" this Agreement. If you engage in an Acquisition on behalf of an organization, you represent and warrant you have authority to sign this agreement on the organization's behalf. You must ensure your account information is always up-to-date for each Acquisition.
If your Acquisition is associated with any marketplace or marketplace, you authorize Dealform to request information about your Acquisition from that entity, and you authorize that entity to provide such information.
When a document is uploaded for an Acquisition, and both the Buyer and Seller agree it is a signed agreement, that document becomes part of the Instructions and both parties are obligated by the terms of that agreement, except any specific terms that both parties agree have been waived.
Dealform may rely upon any notice, demand, request, letter, certificate, agreement or any other document which purports to have been transmitted or signed by or on behalf of a User indicated as the sender or signatory thereof, and shall have no duty to make any inquiry or investigation.

6. User obligations

You must update your information if it changes.
You must contact Dealform immediately if you believe:
1. The Buyer, the Seller, or Dealform has committed an error in relation to an Acquisition.
2. There has been unauthorized use of the Website.
3. There has been unauthorized use of a bank account or wire transfer.
You agree that Dealform is authorized to act as your agent in matters associated with your Acquisition(s).
You agree to follow Dealform's escrow instructions.
You represent and warrant that all information you provide about your Acquisition to Dealform, or any third party that Dealform collects data from, will be accurate and complete.
You relinquish control of all funds you transfer into escrow with Dealform, and authorize Dealform to transfer those funds as dictated by this Agreement and any agreements between Buyer and Seller that are confirmed by Dealform. You may not dispute or make efforts to reverse any transfer of funds to Dealform.
Sellers agree to provide complete and accurate details of what Ownership will be conveyed in an Acquisition.
Sellers agree not to convey Ownership until instructed by Dealform.
Sellers agree to mark each payment obligation checklist item as complete as soon as Ownership has been conveyed. When Sellers mark a payment obligation checklist item as complete, they attest they have fully satisfied their duty to convey Ownership.
When Buyers receive notification from Dealform that a payment obligation checklist item has been marked as complete, the Buyer's Inspection Period begins for that item. The Buyer's Inspection Period ends on the payment obligation deadline, or after 24 hours, whichever is longer. The Buyer must either accept or dispute during the Buyer's Inspection Period. Acceptance can be explicit or implicit, and acceptance mechanisms include:
1. Clicking to accept in the Website.
2. Exercising the Ownership for business purposes.
3. Failing to notify Dealform of dispute during the Buyer's Inspection Period.
Dispute must be explicit, by clicking to dispute in the Website and successfully following the instructions to file a dispute.
Buyer's acceptance authorizes Dealform to disburse the associated escrow funds to the Seller, and collect the associated service fees for itself.
If a Buyer's dispute is successful, Dealform may instruct the Buyer to restore Ownership back to the Seller. When Sellers receive notification from Dealform that Ownership has been restored back to the Seller, the Seller's Inspection Period begins. The Seller's Inspection Period ends after 3 business days. The Seller must either accept or dispute during the Seller's Inspection Period. Acceptance can be explicit or implicit, and acceptance mechanisms include:
- Clicking to accept in the Website.
- Exercising the Ownership for business purposes.
- Failing to notify Dealform of dispute during the Seller's Inspection Period.
Dispute must be explicit, by clicking to dispute in the Website and successfully following the instructions to file a dispute.
Seller's acceptance authorizes Dealform to return the associated escrow funds to the Buyer, and collect the associated service fees for itself.
Seller's dispute authorizes Dealform to continue holding the associated escrow funds, and to investigate and resolve the dispute to its satisfaction.
Buyer's or Seller's dispute authorizes Dealform to continue holding the associated escrow funds, and to investigate and resolve the dispute to its satisfaction.
Both Buyer and Seller agree to accept Dealform's decision on a dispute as binding and final.

7. Marketplace Partner Program

The Marketplace Partner Program (the "Program") enables participating marketplaces to benefit their users by collaborating with Dealform for escrow services. In return, Marketplace Partners will receive a share of the Dealform service fees collected for these Acquisitions, subject to the terms outlined in this section.
Marketplace Partners will receive 10% of all service fees that Dealform collects on Acquisitions started by that Marketplace Partner on behalf of a Buyer and Seller ("Service Fee Sharing"). Dealform will transfer your share of service fees from a given month on the first business day of the following month, to the bank account you designate in your Dealform account.
If you represent a marketplace for business acquisitions, you may request participation in the Program. By requesting participation, you represent and warrant that you are entering into this Program on behalf of the marketplace and have full legal authority to bind the marketplace to these terms and any related obligations. By participating, you affirm that such authority exists and agree that Dealform may rely on your representation without further verification.
Marketplace Partners must:
1. Maintain compliance with all applicable laws and regulations, including tax reporting requirements.
2. Avoid any activities that could harm Dealform's reputation or operations.
3. Start Acquisitions through their designated Dealform account.
4. Maintain accurate bank account information in their Dealform account.
We reserve the right to modify or terminate the Program, or your participation in the Program, including the Service Fee Sharing, at any time and for any reason. Regardless, you will continue receiving Service Fee Sharing on Acquisitions already started by you, at the rate dictated when you started the Acquisition.
Any modifications to these terms will be communicated to Partners via email or through updates to these Terms of Service. Continued participation in the Program after any modifications constitutes acceptance of the modified terms. Either party may terminate participation in the Program with 30 days' written notice.
We are not liable for any indirect, incidental, special, or consequential damages arising from participation in the Program. Our aggregate liability under this Program will not exceed the total service fee share paid to the Partner in the three months preceding any claim.

8. Bank accounts

You may link bank accounts to your Dealform account as "bank accounts". By linking a bank account, you represent and warrant that you are the account holder or are authorized by the account holder to use it. By linking a bank account, you authorize Dealform and its authorized agents to use the bank account to deposit and withdraw funds from your account as described by this agreement, and to correct any errors that might arise.
When you link a bank account, you authorize Dealform to make a deposit of $0.01 for the purpose of allowing you to "verify" your ownership of the bank account (these withdrawals will be refunded within 7 days).
By linking a bank account, you authorize Dealform and its authorized agents to use your bank account(s) to deposit and withdraw funds from your accounts as necessary to satisfy the terms of this Agreement and your own agreement(s), and to correct any errors that might arise.
You agree to provide accurate bank account information. You agree Dealform is not liable for loss of funds resulting from your entry of inaccurate bank account information.

9. Data usage

Dealform will not sell your identity, company details, or any other identifying information to any third parties.
Dealform may delete any user-submitted data after 1 year, or earlier if we believe it poses a privacy or security risk. For example, we may delete user-submitted bank account data at any time if we believe it will not be used.
Dealform may use your comments about Dealform for internal and/or marketing purposes. Dealform may also use your de-identified data for research and publication.

10. E-signatures

As part of the Services, you may be invited to sign documents by providing an electronic signature in conformity with 15 U.S. Code § 7001 et seq. You agree any such signatures are binding under law to the same degree as any paper signature.

11. Service fee

Dealform's service fee is 0.1% of all money committed to escrow that is not earnest money. For example, if an Acquisition has two lumps of money committed to escrow, one for $20k in earnest money and another for $500k at closing, Dealform's service fee is only 0.1% of $500k because there is no service fee on the $20k.
The service fee is earned when escrowed funds leave escrow, either being disbursed to the Seller on success, or returned to the Buyer after a successful dispute.
The service fee is collected from the Buyer's funds.
The service fee is non-refundable.
The service fee may change over time at Dealform's discretion. The current service fee is always displayed on the Website pricing page.

12. Amendments

Changes to this agreement will be effective when they are published on the Website Terms of Service page.

13. Arbitration

To avoid the expense and duration of litigation, any controversy or claim relating to this agreement will be settled by documents-only arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on any arbitration award may be entered in any court having jurisdiction over any party subject to enforcement of the judgment.
In the event of any arbitration or litigation, the prevailing prevailing party will be entitled to reimbursement of fees and reasonable costs relating to the action.

14. Assignment

Dealform may assign this Agreement to any current or future affiliated company and to any successor in interest. Dealform also may delegate certain of its rights and responsibilities under the Agreement to independent contractors or other third parties.
You may not assign this Agreement to any other person or organization, and your right to use the Services may not be sold or transferred to any other person or organization, without the prior written consent of Dealform. Any assignment or transfer in violation of this provision shall be null and void.

15. Assistance

You agree provide any and all reasonable assistance and documentation to Dealform for the purpose of investigating and verifying payment obligations and funds transfers.
You agree to attest that Dealform's involvement in your Acquisition took place entirely within the jurisdiction of Delaware.

16. Confidentiality

Dealform uses a variety of security mechanisms to maintain the confidentiality of you and your Acquisition(s), including:
1. All website traffic is encrypted with Transport Layer Security (TLS). All uploaded documents, as well as sensitive data like bank account details are encrypted.
2. All payment information that is submitted to Dealform is transferred and stored via encrypted methods to ensure that no outside party is able to access User's personal billing or payment data.
3. Dealform uses strict internal protocols designed to prevent any unauthorized party, including non-essential employees of Dealform, from accessing, retaining, or distributing your information.
Dealform does not transfer or sell any data about you or your Acquisition(s) or any data that has not had all personal information stripped from it.
You acknowledge that no information transmitted over the internet can ever be considered one hundred percent (100%) secure, and you agree to indemnify Dealform, its agents, officers, shareholders, and subsidiaries against any loss consequent to a breach of security, not to include criminal acts or gross negligence.

17. Disclaimers

You agree the Services do not ensure compliance with federal, state or local law. You agree it is your responsibility to make all determinations regarding the legality of the your Acquisition(s).
You agree the Services are provided on a strictly "as is" and "as available" basis. Dealform makes no warranty that the Services will meet your requirements, or that the Services or the Website will be uninterrupted, timely, or error free.
Dealform expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Dealform shall not be liable or responsible for those guarantees, warranties and representations, if any, offered by any Seller. No statement from Dealform, whether written or oral, shall create any warranty not expressly made in this Agreement.
In no event will Dealform be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond Dealform's control due to force majeure.

18. Entire agreement

This agreement is the entire agreement between Dealform and you. It supersedes any prior agreements, representations, and understandings.

19. Hold harmless

You agree to indemnify, defend, and hold harmless Dealform if you use Dealform in violation of this Agreement, your own Acquisition agreement(s), or any laws or regulations.
Yyou agree to indemnify, defend, and hold harmless Dealform for any loss suffered that is not within the scope of Dealform's limited fiduciary duty as escrow agent in your Acquisition(s).

20. Jurisdiction

Dealform is registered in the State of Delaware. You agree that this agreement has been formed in Delaware, will be executed in Delaware, and is subject only to the laws of Delaware.
You disclaim any jurisdiction of the state where you live or conduct business for purposes of any litigation or other legal action, including diversity suit.

21. Liability

You assume any and all of the legal costs and civil liabilities associated with any breach of this agreement, and understand that you may be held civilly liable to Dealform for any harm suffered by Dealform, its employees, officers, or agents for your wrongful act(s).
Dealform is not liable for any damages in excess of the total service fees on your Acquisition or, if you have no Acquisition, one thousand dollars ($1,000.00).
Dealform shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct.

22. Limitations

Dealform will not facilitate any Acquisition that is unlawful, or associated with any activity that might be unlawful.
Dealform is not liable for any fees your bank might charge you in relation to incoming or outgoing funds transfers, or any other fees.
Dealform is not liable for collection or payment of any taxes (such as sales, income, or property tax) or levies imposed upon you as a consequence of using these Services.
Dealform is not liable for your loss of privacy if compelled by warrant to share user information.
You are not eligible to earn interest or other credit for funds you pay into escrow with Dealform.
Dealform may refuse to provide you with services at any time, for any reason.

23. Modifications

Dealform reserves the right to change this Agreement at any time, without prior notice, provided that no such change will apply to an Acquisition already in progress or complete. The most recent version of this Agreement will be located on the Website Terms of Service page.

24. Notices

Any notice to you will be provided by email to the last email address you provided through the Website, and/or by a general posting on the Website, and will be effective when sent or posted.
Any notice to Dealform will be effective when delivered to the email address posted on the support page of the Website.

25. Severability

If some particular aspect of this Agreement is not enforceable, that particular aspect will be ignored and the remainder considered valid.

26. Survivability

Even if this Agreement is terminated, you agree that the following sections remain valid:
1. Assistance
2. Limitations
3. Severability
4. Waiver

27. Term

This Agreement begins when you open a Dealform account, and it is renewed when you start or join an Acquisition process.
This Agreement continues until your account has been closed or suspended, and all obligations under this agreement have been satisfied.

28. Waiver

If Dealform does not immediately take action on a violation of this Agreement, that does not mean it is giving up any rights under this Agreement, and may take action later.