Terms and Conditions

Welcome to AI Exchange Club ("AI Exchange Club," "Platform," "Company," "we," "our," or "us").

AI Exchange Club is a marketplace and boutique M&A advisory platform that helps buyers and sellers acquire and exit AI-powered SaaS businesses. We provide marketplace listings, business valuations, buyer introductions, auction services, marketing, and transaction support.

By accessing or using AI Exchange Club, you agree to these Terms & Conditions ("Terms"). If you do not agree, you may not use the Platform.

1. Acceptance of Terms

By creating an account, listing a business, browsing listings, purchasing a subscription, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

We reserve the right to update these Terms at any time. Continued use of the Platform after updates constitutes acceptance of the revised Terms.

2. Definitions

• Platform: AI Exchange Club's website, marketplace, software, communications, valuation tools, and brokerage services.
• Seller: An individual or entity listing or selling an AI-powered SaaS business.
• Buyer: An individual or entity interested in acquiring an AI-powered SaaS business.
• Business: Any software, SaaS product, AI application, digital asset, domain, customer list, intellectual property, or related business assets listed on the Platform.
• Transaction: Any acquisition, merger, asset purchase, stock purchase, earnout, equity sale, licensing arrangement, or similar commercial agreement involving a listed Business.

3. Eligibility

You must:

• Be at least 18 years old.
• Have legal authority to enter into binding agreements.
• Have authority to represent any business you list.
• Comply with all applicable laws.

We reserve the right to refuse service to any user at our sole discretion.

4. Account Registration

You agree to:

• Provide accurate information.
• Keep your information current.
• Maintain the security of your account.
• Accept responsibility for all activity occurring under your account.

You may not:

• Create fake accounts.
• Impersonate another person.
• Share accounts.
• Use automated software to abuse the Platform.

5. Seller Responsibilities

By listing a business you represent and warrant that:

• You own or have authority to sell the business.
• All financial information is materially accurate.
• You will disclose all material facts that may affect a buyer's decision.
• You will not knowingly provide misleading information.
• You have authority to disclose all information included in your listing.

You agree to promptly update your listing if material changes occur.

6. Buyer Responsibilities

Buyers agree to:

• Perform their own due diligence.
• Independently verify all financial, operational, legal, tax, and technical information.
• Maintain confidentiality of any confidential information received.
• Use Platform information solely for legitimate acquisition purposes.

AI Exchange Club does not verify every claim made by sellers.

7. Marketplace vs. Advisory Services

AI Exchange Club offers two primary services:

Marketplace Listings

• Sellers may independently list their businesses for sale.
• Marketplace listings are generally self-directed unless otherwise agreed.

Boutique M&A Advisory

• Certain sellers may engage AI Exchange Club under a separate written advisory agreement.
• Advisory engagements may include: valuation, exit planning, buyer sourcing, marketing, negotiation assistance, and transaction coordination.
• Separate engagement agreements may contain additional terms, exclusivity provisions, and fee structures.

8. Success Fees

• Marketplace listings and advisory engagements may be subject to a success fee.
• The applicable fee will be disclosed before listing or within a separate engagement agreement.
• Unless otherwise agreed in writing, a transaction completed through a buyer introduced by AI Exchange Club is subject to the applicable success fee.

9. Non-Circumvention

AI Exchange Club invests significant resources identifying buyers, marketing businesses, qualifying leads, and facilitating introductions.

Accordingly:

• If a Buyer and Seller first become aware of one another through AI Exchange Club—including but not limited to marketplace listings, auctions, direct messages, newsletters, email campaigns, social media, advertisements, introductions, referrals, or any other Platform-related communication—they agree not to intentionally circumvent AI Exchange Club to avoid applicable marketplace or advisory fees.
• If those parties complete a Transaction within 24 months of their initial introduction or discovery through AI Exchange Club, whether the Transaction occurs on or off the Platform, AI Exchange Club remains entitled to its applicable success fee.
• Attempts to intentionally circumvent the Platform may result in: immediate account suspension, permanent account termination, removal of listings, loss of Platform privileges, collection of unpaid success fees, and any other legal remedies available under applicable law.

Nothing in this section prevents Buyers and Sellers from communicating directly during legitimate due diligence or negotiations initiated through AI Exchange Club.

10. Confidentiality

Users agree to maintain the confidentiality of proprietary information shared during the acquisition process.

Confidential information may include:

• Financial statements
• Customer information
• Source code
• Product roadmaps
• Business strategies
• Pricing
• Internal documentation

Confidential information may not be disclosed without permission unless required by law.

11. Marketing Rights

By creating a listing, you grant AI Exchange Club a non-exclusive, worldwide, royalty-free license to:

• Display your listing
• Use your logo
• Use screenshots
• Promote your business
• Include your listing in newsletters
• Share your listing on social media
• Feature your listing in advertising
• Market your business to potential buyers

This license continues while your listing is active and for a reasonable period afterward for ongoing marketing campaigns.

12. Intellectual Property

Sellers retain ownership of their intellectual property.

AI Exchange Club retains ownership of:

• Website design
• Branding
• Logos
• Software
• Marketplace technology
• Content created by AI Exchange Club

Users may not copy or reproduce Platform content without permission.

13. Due Diligence

AI Exchange Club does not guarantee:

• Revenue
• Profitability
• Customer retention
• Technical quality
• Code quality
• Security
• Legal compliance
• Financial accuracy

Buyers are solely responsible for conducting independent due diligence.

14. No Investment or Legal Advice

AI Exchange Club is not:

• A law firm
• An accounting firm
• An investment advisor
• A tax advisor

Nothing on the Platform constitutes legal, tax, accounting, investment, or financial advice. Users should consult their own professional advisors before completing any transaction.

15. Payment

Marketplace subscriptions, listing fees, advisory fees, and success fees are non-refundable unless otherwise stated. Failure to pay fees may result in suspension or termination of services.

16. Prohibited Conduct

Users may not:

• Post fraudulent listings
• Manipulate auctions
• Misrepresent financial information
• Harass other users
• Attempt to circumvent Platform fees
• Use bots to scrape restricted Platform data
• Interfere with Platform security
• Upload malicious software

17. Account Suspension

AI Exchange Club may suspend or terminate accounts for any violation of these Terms, including suspected fraud, misrepresentation, abusive conduct, fee circumvention, or other behavior that threatens the integrity of the Platform.

18. Disclaimer of Warranties

The Platform is provided "AS IS" and "AS AVAILABLE." AI Exchange Club makes no warranties regarding: accuracy, availability, reliability, transaction success, buyer quality, seller quality, valuation outcomes, or future performance of any business.

19. Limitation of Liability

To the fullest extent permitted by law, AI Exchange Club shall not be liable for any indirect, incidental, special, consequential, punitive, or lost-profit damages arising from the use of the Platform or any Transaction.

Our total liability for any claim shall not exceed the greater of: (a) fees paid by the user to AI Exchange Club during the preceding twelve (12) months; or (b) US$100.

20. Indemnification

You agree to indemnify and hold harmless AI Exchange Club, its owners, employees, contractors, affiliates, and agents from any claims, damages, liabilities, costs, or expenses arising from: your use of the Platform, your listings, information you provide, your violation of these Terms, or any Transaction in which you participate.

21. Governing Law

These Terms shall be governed by the laws of the State of Minnesota, without regard to conflict-of-law principles.

22. Dispute Resolution

Before initiating legal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation. If a dispute cannot be resolved informally, it shall be brought in the state or federal courts located in Minnesota, unless otherwise required by applicable law.

23. Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.

24. Entire Agreement

These Terms, together with our Privacy Policy and any applicable written engagement agreements, constitute the entire agreement between you and AI Exchange Club regarding your use of the Platform.

25. Contact

AI Exchange Club

aiexchangeclub@gmail.com

https://aiexchange.club