Terms & Conditions | BizDealRoom - Business Investment Platform

Terms & Conditions of Use

Biz Deal Room - International Business Marketplace

Last updated: September 10, 2025

Biz Deal Room - International Business Marketplace

Last Updated: September 10, 2025

DEFINITIONS AND PARTIES

The Platform: Mentored Business Sales Services Pty Ltd ABN 56 630 339 150, trading as Biz Deal Room, operating the website www.bizdealroom.com and all associated subdomains, mobile applications, and related services (collectively, "the Platform" or "we" or "us").

Subscriber: Any individual or entity accessing the Platform as a business buyer, investor (including angel investors, wholesale investors, sophisticated investors, professional investors as defined by applicable securities regulations), partnership seeker, or information recipient ("you" or "Subscriber").

Advertiser: Any business owner, business broker, franchisor, partnership seeker, or other entity advertising opportunities on the Platform ("Advertiser").

Services: The digital marketplace platform facilitating connections between Advertisers and Subscribers, including but not limited to business listings, confidential information sharing, investment opportunities, partnership matching, and related services.

PART 1: PLATFORM ACCESS AND INTERNATIONAL OPERATION

1.1 International Scope

The Platform operates internationally and may be accessed by users worldwide. By accessing the Platform, you acknowledge that:

Business opportunities may be located in various jurisdictions globally
Investment and business regulations vary by jurisdiction
You are responsible for compliance with local laws in your jurisdiction
Cross-border transactions may be subject to additional regulatory requirements

1.2 Jurisdictional Compliance

For Australian Users: You acknowledge compliance with Australian Corporation Act requirements for wholesale/sophisticated investor classifications where applicable.

For International Users: You represent that you have the legal capacity and authority to access investment opportunities in your jurisdiction and comply with all applicable securities, business acquisition, and investment laws.

For US Users: You acknowledge that certain investment opportunities may be restricted to accredited investors as defined under US securities regulations.

1.3 Registration Requirements

To access the Services, you must:

Provide accurate registration information including:
- Email address
- Full legal name
- Jurisdiction of residence/incorporation
- Contact details
- Investment/business acquisition capacity verification
- Business information (for Advertisers)
Agree to identity verification procedures when required
Maintain current and accurate account information

1.4 Account Security

You are solely responsible for:

Maintaining confidentiality of login credentials
All activities under your account
Immediately notifying us of unauthorized access
Ensuring no third-party access to your account

PART 2: CONFIDENTIALITY AND INFORMATION PROTECTION

2.1 Mandatory Confidentiality Agreement

CRITICAL: By accessing any confidential business information on the Platform, you automatically enter into a binding tripartite confidentiality agreement between:

You (the Subscriber)
The business owner/Advertiser
Mentored Business Sales Services Pty Ltd

Renewal Requirement: Active users who log into the Platform will be required to reconfirm their confidentiality agreement every 30 days. This renewal requirement only applies when you actively log into the site and does not affect the ongoing validity of your existing confidentiality obligations.

Ongoing Obligations: Your confidentiality obligations continue indefinitely for all confidential information accessed, regardless of renewal status or account activity. Where local laws limit the enforceability of indefinite confidentiality periods, obligations shall remain in effect for a minimum of 12 months from last access, or such longer period as is reasonable and enforceable in your jurisdiction.

Location Tracking and Records: The Platform records your location and acceptance of confidentiality terms to ensure appropriate jurisdictional compliance and enforceability. This information may be used to determine applicable confidentiality periods and legal remedies.

Disclosure to Advertisers: The Platform may provide details of confidentiality agreement executions and renewals, including subscriber identity, agreement dates, and compliance status, to relevant business owners (Advertisers) whose confidential information is being accessed. This ensures Advertisers are informed about who has agreed to confidentiality terms regarding their business information.

2.2 Confidential Information Definition

"Confidential Information" includes all business data, financial information, trade secrets, business plans, customer lists, operational details, intellectual property, and any information marked as confidential or reasonably considered confidential by the disclosing party.

2.3 Confidentiality Obligations

You agree to:

Maintain strict confidentiality of all information accessed
Use information solely for evaluating potential business transactions
Not disclose information to third parties without written consent
Implement reasonable security measures to protect information
Return or destroy information upon request or transaction completion
Not reverse engineer or attempt to recreate confidential processes

IMPORTANT CLARIFICATION - Same Industry Protection: This confidentiality agreement does NOT restrict or impact:

Your existing business operations in the same or similar industry
Your right to pursue other business opportunities in the same or similar sector
Your ability to purchase or invest in other businesses within the same industry
The use of your own pre-existing knowledge, skills, and industry experience
General industry knowledge that is not specific to the disclosing business

Scope Limitation: Confidentiality obligations apply ONLY to specific proprietary information disclosed about the particular business being evaluated. They do not create non-compete restrictions or limit your legitimate business activities in the same industry sector.

2.4 Permitted Disclosures

Confidentiality obligations do not apply to information that:

Is publicly available through no breach of this agreement
Was lawfully known prior to disclosure
Is required to be disclosed by law (with prior notice to disclosing party)
Is received from authorized third parties

2.5 Intellectual Property Protection

All intellectual property remains with original owners
No license or rights are granted except as expressly stated
Unauthorized use may result in immediate legal action
You indemnify the Platform against IP infringement claims arising from your misuse

PART 3: PLATFORM LIABILITY LIMITATIONS AND USER RESPONSIBILITIES

3.1 Platform Role and Limitations

IMPORTANT: The Platform serves as an intermediary marketplace only. We:

Do not verify the accuracy of business information
Do not guarantee investment returns or business success
Are not responsible for user conduct or transaction outcomes
Do not provide investment, legal, or business advice
Cannot ensure the suitability of any opportunity

3.2 Information Accuracy Disclaimer

CRITICAL DISCLAIMER: All business information is provided by Advertisers. We:

Make no representations regarding accuracy, completeness, or currency
Strongly recommend independent due diligence and professional advice
Disclaim liability for incorrect, misleading, or outdated information
Require users to verify all information independently

3.3 Investment Risk Warnings

INVESTMENT WARNING:

All investments carry risk of loss
Past performance does not guarantee future results
You may lose your entire investment
Consult qualified professionals before investing
Ensure compliance with applicable investment regulations

3.4 User Responsibilities - Subscribers

You agree to:

Conduct thorough due diligence on all opportunities
Seek independent professional advice
Comply with all applicable laws and regulations
Not misuse or redistribute confidential information
Report suspicious or fraudulent activity
Indemnify the Platform against claims arising from your actions

3.5 User Responsibilities - Advertisers

You warrant and agree to:

Provide accurate and current business information
Update information promptly when changes occur
Comply with securities regulations for investment offerings
Respond to legitimate inquiries within reasonable timeframes
Pay applicable success fees as per advertising agreements
Not circumvent the Platform for introduced connections

PART 4: PLATFORM FEES AND PAYMENT TERMS

4.1 General Fee Structure

The Platform operates primarily on subscription and listing fees. Advertisers pay for:

Monthly or annual subscription access
Individual business listing fees
Premium listing enhancements
Additional marketing services

4.2 Success Fees - Limited Application

Important Clarification: The Platform does NOT automatically charge success fees for transactions. Success fees may only apply where:

The Platform has entered into a separate, specific lead generation agreement with a business owner
Such agreement is executed independently of these general Terms
The business owner has specifically engaged the Platform to generate leads on their behalf
The arrangement is subject to the location and applicable regulations of the business

No General Success Fee Obligation: Standard Platform users and Advertisers are NOT subject to success fees unless specifically contracted under separate agreement.

4.3 Separate Lead Generation Services

Where the Platform provides dedicated lead generation services under separate agreement:

Specific terms will be outlined in the separate service agreement
Success fee rates and conditions will be clearly defined
Payment terms and obligations will be separately documented
Such agreements are distinct from general Platform usage

4.4 Refund Policy

For Standard Services:

Business Listings: 50% refund available if listing not yet published
Monthly Subscriptions: 30 days notice required for termination
Annual Subscriptions: No refund after service commencement
Premium Services: Refund terms specified at time of purchase
Refund Processing: Subject to payment processor fees and administrative costs

PART 5: LIMITATION OF LIABILITY AND LEGAL PROTECTIONS

5.1 Comprehensive Liability Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

The Platform and its officers, directors, employees, and affiliates are NOT LIABLE for:

Any investment losses or business failures
Inaccurate, misleading, or fraudulent information provided by users
Failed transactions or business relationships
Breach of confidentiality by other users
Technical failures or service interruptions
Third-party actions or omissions
Consequential, indirect, or punitive damages

5.2 Maximum Liability Cap

Our total liability for any claims shall not exceed the lesser of:

AUD $1,000
Fees paid by the claimant in the 12 months preceding the claim

5.3 User Indemnification

You agree to indemnify and hold harmless the Platform against all claims, losses, damages, and expenses arising from:

Your use of the Services
Your breach of these Terms
Your violation of applicable laws
Your misuse of confidential information
Any content you provide to the Platform

PART 6: INTERNATIONAL DISPUTE RESOLUTION

6.1 Governing Law Selection

Australian Users: Governed by Queensland, Australia law International Users: Governed by Queensland, Australia law, subject to mandatory local consumer protection laws

6.2 Dispute Resolution Process

Step 1 - Notice: Written notice detailing dispute and desired resolution Step 2 - Negotiation: 30-day good faith negotiation period Step 3 - Mediation: Mediation through qualified international mediator Step 4 - Arbitration/Litigation: As determined by applicable jurisdiction

6.3 International Arbitration

For international disputes exceeding AUD $50,000:

ICC International Court of Arbitration rules may apply
English language proceedings
Single arbitrator unless parties agree otherwise

PART 7: GENERAL PROVISIONS

7.1 Privacy and Data Protection

Personal information handling is governed by our Privacy Policy, compliant with:

Australian Privacy Principles
GDPR (for EU users)
Applicable local data protection laws

7.2 Communications and Electronic Signatures

Electronic acceptance of terms is binding
Email and SMS communications are authorized
Digital signatures have legal validity

7.3 Platform Modifications

We reserve the right to:

Modify these Terms with reasonable notice
Update Services and features
Suspend or terminate Services
Remove content violating Terms

7.4 Termination Rights

Platform Rights: Immediate termination for Terms violation User Rights: Account closure with appropriate notice per refund policy Effect: Survival of confidentiality, liability, and indemnification provisions

7.5 Severability and Survival

Invalid provisions are severed without affecting remaining Terms. Confidentiality, liability limitations, indemnification, and dispute resolution provisions survive termination.

7.6 Force Majeure

Neither party is liable for performance delays due to circumstances beyond reasonable control, including natural disasters, government actions, or technical failures.

ACCEPTANCE AND CONTACT

By using the Platform, you acknowledge:

You have read and understood these Terms
You agree to be legally bound by all provisions
You understand the risks associated with business investments
You will comply with applicable laws in your jurisdiction

Contact Information: Mentored Business Sales Services Pty Ltd
Email: support@bizdealroom.com
Website: www.bizdealroom.com

Legal Notice: These Terms constitute a legally binding agreement. Seek independent legal advice if you do not understand any provisions.

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