These Seller & Broker Terms supplement the NextCompany Terms of Service and apply to you whenever you use the Platform as a Listing Party or professional: listing a business for sale, claiming or managing a broker, brokerage, M&A advisor, seller, or Deal-Team Professional profile, responding to Inquiries, or purchasing a Subscription. Capitalized terms have the meanings given in the Terms of Service. If these Seller & Broker Terms conflict with the Terms of Service on a matter specific to Listing Parties or professionals, these Seller & Broker Terms control.
Part A applies to everyone who lists a business or manages a Profile. Parts B, C, and D add role-specific terms for brokers and M&A advisors, direct sellers, and Deal-Team Professionals. Part E applies to all.
By taking any of those actions you agree to these Seller & Broker Terms.
Part A: All Listing Parties and Profile Owners
1. Authority and Accuracy
1.1 Right to list. You represent and warrant that you are the owner of each business you list, or a broker or M&A advisor acting under a written, currently effective listing or engagement agreement with the owner that authorizes public marketing of the business, and that you have authority from every person with an ownership or other legal interest whose consent is required. You will provide a copy of that authority on request.
1.2 Accurate, complete, and current. Every Listing and Profile you publish or manage must be truthful, not misleading, and kept current. Financial figures must be presented in good faith, on a consistent basis, and labeled appropriately (for example, "SDE," "EBITDA," "owner benefit," "trailing twelve months," "projected"). Projections and estimates must be identified as such. You may not overstate revenue or cash flow, understate liabilities or risks, misdescribe the reason for sale, or present a startup, franchise resale, or business opportunity as an established operating business.
1.3 Updates and removal. You must update a Listing within five (5) business days of any material change and must mark a Listing sold, under contract, or withdrawn within three (3) business days after the business is no longer available on the published terms. We may remove or mark inactive any Listing that has not been updated or confirmed active within one hundred eighty (180) days.
1.4 One Listing per business. You may not publish duplicate Listings for the same business, whether under one account or several, and you may not list a business through the Platform while another Listing Party's Listing for the same business is active unless both parties are authorized.
1.5 Prohibited Listings. You may not list a business that is not genuinely for sale, a franchise opportunity or business-opportunity offering disguised as an operating business, a business you know to be insolvent without disclosure, illegal goods or services, or anything that violates franchise, securities, or business-opportunity laws.
2. Publishable Information Only
2.1 What may be published. Listings are public. Publish only information the owner has authorized for public marketing. For confidential sales, use a general description and location (for example, "HVAC contractor, Dallas-Fort Worth area") and do not include the business name, exact address, website, or other identifying details.
2.2 What may not be uploaded. Do not upload or send through the Platform financial statements, tax returns, bank statements, customer or employee lists, contracts, or trade secrets. The Platform is not a data room. Exchange confidential materials directly with qualified buyers, outside the Platform, under your own non-disclosure agreement.
2.3 Your NDA practice. Screening buyers, requiring non-disclosure agreements, verifying buyer financial capacity, and deciding what to share are your responsibility. NextCompany does not screen buyers, is not a party to your non-disclosure agreements, and does not enforce them.
3. License, Media, and Syndication
3.1 License. The license in Section 5.6 of the Terms of Service applies to all Listing and Profile content you submit, including descriptions, financial figures, photographs, logos, video links, and FAQs. It includes the right to display your content in search results, alerts, emails, feeds, and syndication partners' sites, and to reformat, excerpt, summarize, or classify it.
3.2 Media rights. You represent that you own or have permission to use every photograph, logo, video, and likeness you submit, including releases from any identifiable person, and that no media infringes any third-party right. You may not use photographs of a business other than the one listed. Section 5.8 of the Terms of Service (consent to the display of publicly available photographs, headshots, and logos) applies to you, your firm, and every broker or advisor on your roster.
3.3 Removal. You may remove your Listings and media at any time from your dashboard. Removed content may persist in caches, backups, and previously sent alerts and emails.
4. Profiles Created From Public Information; Claims
4.1 Pre-populated Profiles. NextCompany may create a Profile for a brokerage, broker, M&A advisor, or Deal-Team Professional from publicly available sources, including your public website, and may use Automated Content to describe you. Such Profiles exist so that you can claim, correct, and manage them. Inclusion is not an endorsement and does not imply any relationship with NextCompany.
4.2 Claiming. To manage a pre-populated Profile you must submit a Claim. Claims are reviewed by NextCompany and approved or denied in our sole discretion. We may ask for proof of authority, such as an email from the firm's domain, a license number, or a letter from a principal. Selecting or paying for a Subscription while a Claim is pending never approves the Claim, never verifies ownership, and never grants management access; any paid features begin only after approval.
4.3 False Claims. Claiming a Profile you are not authorized to manage, or providing false information in a Claim, is a material breach. We may deny or revoke a Claim at any time, remove content added under it, and refer fraudulent Claims to law enforcement.
4.4 Opting out. If you do not want a Profile about you or your firm on the Platform, contact legal@nextcompany.ai. We will remove it within a commercially reasonable period, except to the extent the information is independently public and we choose to retain a limited factual listing.
5. Inquiries and Leads
5.1 Delivery. Inquiries from buyers and other users are delivered to the email address on your Profile or account. You are responsible for keeping that address current and for monitoring it.
5.2 Response. We encourage you to respond to every Inquiry within three (3) business days. Persistent failure to respond may result in reduced ranking or removal of your Listings.
5.3 Use of buyer information. Information about a buyer that you receive through an Inquiry, a buyer profile, or the Platform may be used only to respond to that buyer and pursue that opportunity or engagement. You may not add buyers to marketing lists, sell or share their information, or contact them about unrelated matters without their separate, lawful consent.
5.4 No guarantee of leads. We do not guarantee any number, quality, or conversion of Inquiries or leads from any Listing, Profile, or Subscription. Subscription fees are for access to features, not for results.
5.5 No fees on transactions. NextCompany charges no commission, referral fee, or success fee on any transaction, and you owe NextCompany nothing based on the sale of any business or the engagement of any professional.
6. Ranking, Featured Placement, and Badges
Placement and ranking may be influenced by relevance, completeness, verification status, responsiveness, engagement, and paid Subscriptions. "Featured" and similar labels indicate paid placement where required by law. A "Verified" badge means only that NextCompany completed the limited check described on the Platform at the time and may be removed at our discretion. You may not describe a NextCompany badge or ranking as an endorsement, award, or certification.
7. Fees and Subscriptions
Subscriptions for brokers, sellers, and professionals, including their fees, features, renewal, cancellation, and refund terms, are governed by Section 10 of the Terms of Service and the Pricing page. Free profiles remain free. Features offered free during our launch period may be changed or withdrawn on notice.
Part B: Business Brokers and M&A Advisors
8. Licensing and Legal Compliance
8.1 Licensing. You represent and warrant that you and every individual who lists or markets businesses under your account hold, and will maintain, every license, registration, and bond required by the laws of each state in which you operate, including any real estate broker license required to market businesses that include real property or leaseholds, and that you are not subject to any suspension, revocation, disciplinary order, or exclusion that would affect your ability to act. You will notify us within five (5) business days of any change in licensure or any disciplinary action.
8.2 Securities and other laws. You are solely responsible for compliance with federal and state securities laws (including when a transaction involves the sale of equity), franchise and business-opportunity laws, advertising and consumer protection laws, fair housing and anti-discrimination laws, and the rules of any professional association you belong to.
8.3 No duty to verify. We may, but are not obligated to, verify licenses or credentials. Any verification we perform is for our own purposes and is not a representation to any user.
9. Listing Agreements, Co-Brokerage, and Conflicts
9.1 Written authority. Each Listing you publish must be backed by a written, currently effective listing or engagement agreement with the owner. You will remove a Listing immediately if that agreement expires or is terminated.
9.2 Co-brokerage. Any cooperation or fee-sharing arrangement with another broker is solely between you and that broker. NextCompany is not involved in, and takes no position on, commissions, referral fees, or procuring cause.
9.3 Your own businesses. If you list a business in which you or your firm hold an ownership interest, you must disclose that interest in the Listing.
9.4 Buyers' representatives. If you represent a buyer, you must identify yourself as such when sending Inquiries and comply with Section 3 of the Buyer Terms on the buyer's behalf.
10. Professional Conduct
You will deal honestly and fairly with buyers, sellers, and other brokers; will not use bait Listings, misstated pricing, or fictitious businesses to generate leads; will honor confidentiality commitments to sellers; and will not disparage other users on the Platform.
Part C: Direct Sellers (Owners Listing Without a Broker)
11. Owner Listings
11.1 Authority. You represent that you own, or are an authorized officer or member of the entity that owns, the business you list, that all co-owners consent to the sale and to the Listing, and that no broker holds an exclusive listing agreement that would prohibit the Listing.
11.2 Review before publication. Seller-created Listings are submitted as drafts and are reviewed by NextCompany before they become public. We may request supporting information, edit for format and clarity, decline to publish, or remove a Listing at any time in our sole discretion. Review is limited and is not a verification of your Listing for buyers.
11.3 You are not represented. NextCompany does not represent you, advise you, value your business, screen buyers, or negotiate for you. Consider engaging a licensed business broker, attorney, and accountant. Deal-Team Professionals on the Platform are independent and are not our agents.
11.4 Confidentiality is your responsibility. Decide carefully what to publish (see Section 2). Require a signed non-disclosure agreement and buyer qualification before disclosing identifying details or financial statements.
Part D: Deal-Team Professionals
12. Professional Profiles
12.1 Licensing and good standing. You represent and warrant that you hold, and will maintain, every license, registration, and certification required to provide the services described in your Profile in the jurisdictions where you offer them (for example, bar admission for attorneys, CPA licensure for accountants offering attest or tax services, NMLS or state licensing for lenders and loan brokers where required, and state licensing for insurance producers), that you are in good standing, and that you will update your Profile within five (5) business days of any change.
12.2 Accuracy and advertising rules. Your Profile, credentials, specialties, deal-size ranges, and service areas must be accurate. You are solely responsible for compliance with professional advertising and solicitation rules that apply to you, including bar rules on attorney advertising and testimonials.
12.3 Independent engagement. Any engagement between you and a user is solely between you and that user, under your own engagement agreement. NextCompany does not refer clients, does not share in fees, and does not receive or pay referral fees. Inclusion on the Platform is not a referral, recommendation, or endorsement.
12.4 No fee splitting. You will not pay or offer NextCompany, and NextCompany will not accept, any share of professional fees, and nothing in this Agreement is intended to violate any rule prohibiting fee sharing with non-professionals.
12.5 Your services. You are solely responsible for the services you provide, and you will defend and indemnify NextCompany against any claim arising from them.
12.6 Use of user information. Information about buyers, sellers, and brokers that you receive through the Platform may be used only to respond to their Inquiry or provide the requested service.
Part E: All Listing Parties and Professionals
13. Content Standards
Listings and Profiles must not:
- (a) contain false, misleading, deceptive, or unsubstantiated claims about financial performance, growth, awards, credentials, or outcomes;
- (b) include contact details, URLs, or instructions intended to divert Inquiries away from the Platform in violation of Section 6 of the Terms of Service, except that your public Profile may include your firm website and phone number;
- (c) include confidential information in violation of Section 2;
- (d) include content that infringes any third-party right, or that is defamatory, discriminatory, obscene, or unlawful;
- (e) violate franchise, securities, business-opportunity, advertising, fair housing, or professional rules; or
- (f) promote a competing marketplace or directory.
14. Removal, Suspension, and Termination
We may edit, decline, hide, suspend, or remove any Listing or Profile, and may suspend or terminate your account, at any time in our sole discretion, including where we receive a credible complaint of fraud, misrepresentation, unlicensed activity, or unauthorized listing, where a Claim is disputed, where your account is delinquent, or where removal is required by law. We will use commercially reasonable efforts to notify you except where immediate action is needed. Removal for violation of this Agreement does not entitle you to any refund.
15. Indemnification
In addition to Section 23 of the Terms of Service, you will defend, indemnify, and hold harmless NextCompany and its Affiliates, officers, directors, employees, agents, and contractors from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) any Listing or Profile you publish or manage, including any financial figure, photograph, or description; (b) any claim by an owner, co-owner, broker, or other person that you lacked authority to list a business or manage a Profile; (c) any commission, referral fee, or procuring-cause dispute; (d) your breach of any listing agreement, engagement agreement, or non-disclosure agreement; (e) any professional services you provide; or (f) your violation of any licensing, securities, franchise, advertising, or professional rule.
16. Acknowledgments
You acknowledge that: (a) NextCompany is not your broker, agent, or advisor and is not a party to any listing agreement, engagement, or transaction; (b) we do not guarantee traffic, Inquiries, leads, or a sale; (c) Claims require our approval and payment never verifies ownership; (d) buyers and other users rely on the accuracy of what you publish; and (e) the release in Section 16.3 of the Terms of Service applies to all disputes between you and other users.
Contact
Questions about these Seller & Broker Terms: legal@nextcompany.ai.