These Terms of Service (the “Terms”) are an agreement between you and NXT Global Technologies LLC, the company that operates Exit Spring (“Exit Spring,” “we,” “us” or “our”). They cover your use of exitspring.com and every service we provide through it, including browsing and unlocking listings, making offers, paying deposits, submitting a business for sale and receiving our newsletter (together, the “Services”).
By creating an account or otherwise using the Services, you accept these Terms and our Privacy Policy. If you do not agree, please do not use the Services.
1. What Exit Spring does
Exit Spring is a marketplace and advisory service for buying and selling online businesses, such as eCommerce and Amazon brands, SaaS products, content sites, apps, YouTube channels and newsletters. Owners who engage us (“Sellers”) list their businesses (each a “Listing”). Prospective buyers (“Buyers”) can review Listings, request more detail and make offers. When a deal goes ahead, we help coordinate diligence, payment and the transfer of the business's assets.
2. Eligibility and accounts
- You must be at least 18 years old and able to enter a binding contract.
- If you use the Services for a company or other organization, you confirm that you are authorized to bind it to these Terms.
- The information you give us, including your name and email address, must be accurate and kept up to date.
- You are responsible for keeping your login details secure and for all activity on your account. Tell us promptly at inquiries@exitspring.com if you suspect unauthorized access.
- We may ask you to verify your identity or your ability to fund a purchase before sharing confidential information or accepting an offer.
3. Confidential information
Public Listing pages show a summary only. Unlocking a Listing, or receiving information from us or a Seller in any other way, may give you access to non-public details such as the business's name, website, financial statements, traffic data, suppliers and customers (“Confidential Information”). In exchange for that access, you agree to:
- use Confidential Information only to evaluate whether to buy that business;
- not disclose it to anyone except your own advisors, lenders or partners who need it for that evaluation and are bound by confidentiality duties at least as strict as these, and remain responsible for their compliance;
- not use it to compete with the business, solicit its customers, suppliers, staff or contractors, or copy its products, content or methods; and
- return or delete it, and any notes containing it, if we or the Seller ask you to, or once you stop pursuing the purchase.
A Seller may also require you to sign a separate non-disclosure agreement before sharing further information. Where you do, that agreement applies alongside this section, and the stricter terms prevail. These confidentiality obligations continue for two years after you last received Confidential Information about a business.
4. Our role in a transaction
When a Seller engages us to sell their business, we act on the Seller's behalf. We are not your agent or representative as a Buyer, even when we answer your questions or help move a deal along.
We are not your lawyer, accountant, tax advisor, financial or investment advisor, or securities broker. Nothing on the Services is legal, tax or investment advice. You should hire whatever independent professionals you need to protect your interests before committing to a purchase.
5. Listing information and your own diligence
We review every business before it is listed and ask Sellers for supporting evidence such as profit and loss statements, platform dashboards and traffic reports. However, Listing information, including revenue, profit, traffic and growth figures, comes from the Seller. We may summarize or reformat it for clarity, but we do not audit it and cannot guarantee that it is complete, accurate or current.
You are solely responsible for your own investigation of any business before you buy it. Past performance does not guarantee future results, and online businesses can lose value quickly because of platform, algorithm, supplier or market changes. The Seller decides whether and to whom to sell, and on what terms.
6. Offers and non-exclusivity
- Making an offer does not give you an exclusive right to a business. Sellers may receive and consider offers from several Buyers at the same time.
- If you materially change an offer, for example its price, payment structure or closing date, the changed offer replaces the earlier one.
- We or the Seller may decline to share information or accept an offer for any reason, or none. Using the Services does not entitle you to any particular Listing or information.
- A sale becomes binding only when you and the Seller sign a written purchase agreement. That agreement, not these Terms, governs the sale itself.
7. Deposits
To reserve a business while you complete diligence, we may ask you to pay a refundable deposit by card through our payment processor, Stripe. The amount is shown before you pay. Unless your letter of intent or purchase agreement says otherwise:
- if the purchase completes, the deposit is credited toward the purchase price;
- if you withdraw before signing a purchase agreement, or the sale does not complete, the deposit is refunded to your original payment method, normally within 10 business days; and
- a deposit is not a fee and does not earn interest.
8. Selling through Exit Spring
If you submit a business for sale, you confirm that:
- you own the business or are authorized to sell it;
- the information and documents you give us are accurate and not misleading, and you will tell us promptly about any material change; and
- you have the right to share that information and to let us use it to market the business, including in public, anonymized Listing summaries.
We may decline to list any business. Browsing, valuations and listing preparation are free. If we list your business, a separate listing agreement will set out our success fee, which is payable only when the sale closes, and any other commercial terms. If that agreement conflicts with these Terms, the listing agreement prevails.
9. No going around us
Unless we agree otherwise in writing, you will communicate with a Seller about a Listing only through Exit Spring. You will not contact the Seller, or their employees, contractors, suppliers or customers, about a purchase without our consent.
This protects the fee our Sellers have agreed to pay us. If you knowingly bypass us, and within 24 months of first receiving information about the business you or anyone acting for you buys it, or a substantial part of its assets, you agree to pay us the fee we would have earned had the sale closed through Exit Spring.
10. Acceptable use
You agree not to:
- give false information, impersonate anyone, or open accounts to get around a suspension;
- scrape, copy, republish or resell Listings or other content from the Services, or use automated tools to access them, without our written permission;
- interfere with the Services' security or operation, or try to access data or accounts you are not authorized to see;
- use the Services for fraud, money laundering or any other unlawful purpose; or
- harass other users or send unsolicited promotions through the Services.
11. Intellectual property
The Services, including our software, design, text, graphics, guides, valuation tools and the Exit Spring name and logo, belong to us or our licensors and are protected by intellectual property laws. We grant you a limited, revocable, non-transferable right to use the Services for their intended purpose. Content Sellers provide remains theirs, and they grant us a licence to use it to market and sell their business.
12. Third-party services
The Services rely on, and link to, services we do not control, including payment processing, escrow and transfer providers, and external websites. Your use of them is governed by their own terms, and we are not responsible for their content or performance.
13. Disclaimers
The Services and all Listing information are provided “as is” and “as available.” To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty about the accuracy of Listings, the value of any business or the outcome of any transaction. Buying a business carries a real risk of financial loss, and you accept that risk.
14. Limitation of liability
Our role in any deal is limited, and our liability reflects that. To the fullest extent the law allows:
- we are not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill; and
- our total liability for any claim relating to the Services or these Terms will not exceed the lesser of $10,000 or the fees we actually received in connection with the transaction giving rise to the claim. If there is no such transaction, the cap is $100.
Some jurisdictions do not allow these limits, so some may not apply to you.
15. Indemnity
You will defend, indemnify and hold harmless Exit Spring, NXT Global Technologies LLC, and their members, employees, contractors and affiliates against any claims, losses and expenses, including reasonable legal fees, arising from your breach of these Terms, your breach of any law, or any transaction you enter into with another user. This includes any deal you and a Seller choose to structure differently from the asset sale we marketed, such as a share or equity purchase.
16. Suspension and termination
You may close your account at any time by contacting us. We may suspend or close your account, or restrict access to the Services, if you breach these Terms or we reasonably believe your use creates risk for us, our Sellers or other users. Sections 3, 9 and 13 to 18 survive termination.
17. Governing law and disputes
These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-law rules.
Before starting any formal proceeding, please contact us so we can try to resolve the issue informally within 30 days. If that fails, any dispute arising out of or relating to these Terms or the Services, including questions about the scope of this clause, will be resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in North Carolina, or by video conference if both sides agree. Each side pays its own legal fees and half of the arbitration costs, unless the arbitrator decides otherwise. Judgment on the award may be entered in any court with jurisdiction.
Claims must be brought individually, not as part of a class or representative action. Either side may still seek an injunction in court to protect confidential information or intellectual property.
18. General
- We may update these Terms. We will post the new version here and update the date above, and for material changes we will give notice by email or on the site before they take effect. If you continue to use the Services after that, you accept the updated Terms.
- If any provision is found unenforceable, the rest of these Terms remains in effect.
- Our not enforcing a provision is not a waiver of our right to enforce it later.
- You may not transfer your rights under these Terms without our consent. We may transfer ours as part of a merger, acquisition or sale of assets.
- These Terms, together with any listing agreement, non-disclosure agreement or purchase agreement you sign, are the entire agreement between you and us about the Services.
19. Contact
Questions about these Terms? Email inquiries@exitspring.com or call +1 (626) 619-1054.