Terms of Service &
Acceptable Use Policy

1. Acceptance of Terms, Privacy Policy & Amendments

By accessing or using the Braizor website, mobile application, or any other services provided by Braizor, Inc. ("Braizor," "we," "us," or "our"), you agree to be bound by these combined Terms of Service and Acceptable Use Policy ("Terms"). Your use of the Services is also governed by our Privacy Policy, which is incorporated herein by reference. If you do not agree to all of these Terms and the Privacy Policy, do not use our Services.

Braizor reserves the right to update or modify these Terms at any time without prior notice. Continued platform use following any changes constitutes your acceptance of the updates.

2. Purpose & Description of Services

Braizor provides an online, commissionless marketplace and suite of tools connecting buyers and sellers directly. Our services include listing businesses for sale, search tools for buyers, AI-driven valuation estimates, and a secure "Deal Room" for document exchange (NDAs, LOIs).

Braizor is not a broker, dealer, or financial advisor. We do not effectuate transactions, handle funds for the purchase of businesses, or provide legal advice. We provide the technology infrastructure for users to transact directly. This policy governs all listings, communications, and transactions on the Braizor platform.

3. Core Operating Principles

All listings on the platform must meet the following five foundational standards:

• Legality – Full compliance with federal, state, and local law (federal law governs in case of conflict).
• Integrity – Financial, operational, and ownership disclosures must be truthful and verifiable.
• Quality – Assets must represent legitimate economic value and operational substance.
• Reputation Protection – Listings must not create regulatory, institutional, ESG, payment processor, or public market risk.
• Long-Term Alignment – Braizor operates with the intention of attracting institutional capital and eventual public exchange participation.

4. Eligibility & "Principal-Only" Policy

You must be at least 18 years old to use the Services. By using Braizor, you represent and warrant that you have the right, authority, and capacity to enter into this agreement.

Principal-Only Platform: Braizor is designed primarily for Principals (business owners and direct buyers). While professional advisors (CPAs, Attorneys) may have specific accounts, third-party business brokers acting solely as intermediaries for a commission may be restricted from certain parts of the platform to maintain our commission-free ecosystem. We reserve the right to verify your identity and role.

5. Fees, Subscriptions & Cancellations

Subscription Model: Braizor operates on a subscription basis. You agree to pay the fees associated with your selected plan:

• Buyers: $199/month for access to listings, messaging, and deal tools.
• Sellers: $499/month for listing privileges and Deal Room access.

No Commissions: Braizor charges 0% commission on the final sale price of any business. All proceeds from the sale belong to the seller, subject to any external agreements they may have with third parties.

Cancellation & Refunds: You may cancel your subscription at any time via your account settings. Access will continue until the end of your current billing cycle. Refunds are not provided for partial months.

6. Minimum Quality Standards

Braizor will not function as a low-tier marketplace. Listings must meet defined economic thresholds and pass verification:

• A. Revenue Requirements (At Least One Must Apply):
  • Online businesses: $100,000+ trailing 12-month revenue
  • Service businesses: $250,000+ trailing 12-month revenue
  • SaaS: $10,000+ MRR OR $120,000+ ARR
  • E-commerce: 15%+ net margins OR documented recurring customer base
• B. Documentation Requirements: May include Profit & Loss statements (12 months), balance sheets, 3 months bank statements, tax returns, lease agreements, asset lists, and proof of ownership.
• C. Operational Standards: Businesses must be legal and licensed. We do not permit speculative ideas, pre-revenue shell entities, or fabricated/AI-generated placeholder businesses.

7. Restricted Categories (Conditional Approval)

Permitted only after enhanced compliance review. Braizor retains full discretion to reject any listing:

• A. Cannabis (Non-Plant-Touching Only):Allowed: Software, equipment suppliers, consulting, real estate leased to operators. Not Allowed: Cultivation, dispensaries, THC product manufacturing, direct plant handling.
• B. Crypto / Web3:Allowed: Software, analytics, infrastructure. Not Allowed: Tokens, ICOs, NFTs, meme coins, unregistered securities.
• C. Firearms (Strictly Licensed Only):Allowed: Licensed FFL businesses, shooting ranges, real estate used for lawful manufacturing. Not Allowed: Private-party trading, unlicensed sellers, ghost gun kits, illegal weapons sales.
• D. Regulated Healthcare:Allowed: Licensed clinics, medical equipment, medical real estate. Not Allowed: Unlicensed prescribers, pill mills, illegal stem cell treatments, wellness clinics distributing controlled substances unlawfully.
• E. Alcohol-Related Businesses:Allowed only with verified licensing documentation.

8. Strictly Prohibited Categories

These categories are permanently disallowed:

• A. Adult & Sexually Explicit Businesses: Pornography, escort services, strip clubs, cam sites, sex work facilitation, explicit adult product businesses, adult content creators, prostitution-related businesses, occult or sexually explicit enterprises.
• B. Drugs & Controlled Substances: Cannabis cultivation, dispensaries, THC manufacturing, psychedelic distribution, drug paraphernalia for illicit use, Schedule I distribution, federally illegal supplements, any federally illegal drug enterprise.
• C. Gambling & Chance-Based Operations: Casinos, online gambling, sports betting, sweepstakes with payout mechanics, chance-based gaming operations.
• D. Financial Schemes & High-Risk Investments: Multi-level marketing (MLM), pyramid schemes, get-rich-quick programs, guru coaching schemes, forex signal groups, pump-and-dump groups, unregistered securities, ICOs, speculative token offerings.
• E. Hate, Violence, Extremism: Extremist organizations, political militias, hate speech operations, weapons manufacturing for illegal distribution.
• F. Fraudulent or Low-Quality Businesses: Businesses without verifiable revenue, brand-new speculative websites, starter stores, vaporware SaaS, AI-generated shell businesses, fake online courses, scam coaching programs, Amazon FBA stores without documentation, TikTok shops with fabricated sales, dropshipping stores below quality thresholds, businesses generating less than $500/month revenue, misrepresented assets, counterfeit goods.
• G. Illegal or Unlicensed Operations: Unlicensed healthcare, unlicensed financial services, non-compliant payday lending, unlicensed contractors, unpermitted food production, export-controlled goods without authorization, stolen property, VIN tampering, salvage-title misrepresentation, any enterprise violating federal law.

9. User Conduct

Users agree not to use the Services to:

• Misrepresent ownership or fabricate financial data.
• Post false, misleading, or fraudulent listings ("Fake Listings").
• Circumvent platform safeguards or payment systems.
• Harass, abuse, or harm another person or entity.
• Conduct off-platform fraud or use Braizor for unlawful activity.
• Upload malware.
• Scrape, mine, or harvest data from the site without our express written permission.

10. Intellectual Property & User Content License

Braizor's IP: The platform, including its code, design, AI valuation tools, logos, and written content, is the exclusive intellectual property of Braizor, Inc. You may not copy, modify, or distribute our intellectual property without prior written consent.

User Content License: You retain ownership of the data, documents, and listings you upload to the platform. However, by uploading content, you grant Braizor a worldwide, non-exclusive, royalty-free license to use, display, reproduce, and distribute your content strictly for the purposes of operating, providing, and promoting the platform.

11. AI Valuation Tool Disclaimer

The "AI Valuation" tool provided on Braizor uses artificial intelligence and general market multiples to estimate a potential value range for businesses. This is NOT a formal appraisal or certified business valuation. The results are estimates based on user-provided data and historical averages. You acknowledge that Braizor does not guarantee the accuracy of the valuation, you should not rely solely on this estimate for financial decisions, and we strongly recommend consulting with a certified business valuator or financial professional before closing any transaction.

12. Marketplace Disclaimer & Limitation of Liability

Disclaimer: Braizor is a marketplace platform and does not guarantee listing accuracy. Buyers are strictly responsible for independent due diligence.

Limitation of Liability: To the fullest extent permitted by law, Braizor, Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: your access to or use of or inability to access or use the Services; any conduct or content of any third party on the Services; any content obtained from the Services; or unauthorized access, use, or alteration of your transmissions or content. In no event shall Braizor's aggregate liability exceed the greater of one hundred U.S. dollars ($100.00) or the amount you paid Braizor, if any, in the past six months.

13. Indemnification

You agree to indemnify, defend, and hold harmless Braizor, Inc., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) any misrepresentation, fraud, or unlawful act committed by you regarding the listing, buying, or selling of a business; or (d) your violation of any third-party rights, including intellectual property or privacy rights.

14. Enforcement

Braizor reserves the right, in its sole discretion, to approve, remove, restrict, suspend, or terminate listings or accounts that violate this policy. Enforcement actions may include:

• Removing listings without notice.
• Immediate account suspension or termination without refund.
• Withholding funds where fraud is suspected.
• Reporting unlawful activity to authorities.

Appeals regarding enforcement actions must be submitted within 14 days.

15. Dispute Resolution & Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration rather than in court. Class Action Waiver: You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, no arbitration or proceeding shall be joined with any other, and there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures.

16. Governing Law, Severability & Entire Agreement

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.

Entire Agreement: These Terms constitute the entire and exclusive agreement between you and Braizor regarding the Services, superseding and replacing any prior agreements, oral or written, between you and Braizor regarding the Services.