Terms and conditions

TERMS OF SERVICE

TABLE OF CONTENTS

Use of Website
General Obligations
Visitor Rules
Website Rules
Privacy Policy
Nature of Services; Scope of Representation
Third-Party Listing Platforms and Marketing Channels
Third-Party Content and External Links
Mobile Access
Miscellaneous Terms

PREFACE

GRAYMARC ADVISORS, LLC ("GRAYMARC", "WE", "US", "OUR", AND THE "COMPANY") OPERATES THE WEBSITE LOCATED AT WWW.GRAYMARC.COM (THE "WEBSITE").

THE TERMS OF SERVICE SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THE WEBSITE AND ANY SERVICES OFFERED THROUGH OR IN CONNECTION WITH THE WEBSITE. THESE TERMS ARE LEGALLY BINDING. SOME OF THESE TERMS SURVIVE YOUR USE OF THE WEBSITE.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE WEBSITE. YOUR USE OF THE WEBSITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.

IN THE EVENT GRAYMARC OR ANY ENTITY THAT, DIRECTLY OR INDIRECTLY, CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH GRAYMARC (COLLECTIVELY, THE "AFFILIATES") REQUIRES DIFFERENT TERMS TO MEET REGULATORY OR BUSINESS REQUIREMENTS, SUCH TERMS WILL BE CLEARLY PROVIDED TO YOU AND SHALL SUPERSEDE THESE GENERAL TERMS WITH RESPECT TO THAT SPECIFIC RELATIONSHIP.

YOU AGREE THAT GRAYMARC MAY MAKE CHANGES TO THESE TERMS AND TO THE WEBSITE AT ANY TIME. WE WILL NOTIFY YOU OF ANY MATERIAL REVISIONS, BUT YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE WEBSITE FOLLOWING ANY SUCH CHANGE SHALL CONSTITUTE YOUR CONSENT TO THE AMENDED TERMS.

BY USING THE WEBSITE, YOU AGREE TO THESE TERMS. THESE TERMS ARE SOLELY BETWEEN YOU (AND ANY PERSON OR ENTITY YOU EXPRESSLY REPRESENT TO BE ACTING AS AN AGENT FOR) AND GRAYMARC. FAILURE TO COMPLY WITH THESE TERMS MAY RESULT IN LOSING ACCESS TO THE WEBSITE.

1. Use of Website

By accessing the Website, you agree to: (i) ensure that any information you provide to Graymarc through or in connection with the Website is true, accurate, current, complete, and not misleading; and (ii) promptly comply with any request by Graymarc for additional information.

You are responsible for all activity associated with your use of the Website. Graymarc may revoke your access to the Website at any time it determines that (a) you have failed to comply with any provision of these Terms, or (b) your conduct in connection with the Website is inconsistent with Graymarc's standards of commercial integrity and good faith.

2. General Obligations

When using the Website, you agree not to violate the Website Rules (as defined below).

All information, documents, and materials provided on or through the Website, including trademarks, logos, graphics, and images (the "Materials"), are provided by Graymarc or its licensors. Except as expressly stated herein, you have no right, title, or interest in or to the Materials, and Materials designated as confidential shall be treated as such.

You acknowledge that Graymarc is not an agent or responsible party with respect to any separate business arrangement, transaction, or relationship you may form with a third party through or as a result of using the Website, unless Graymarc has entered into a separate written engagement agreement with you expressly establishing such a relationship. Graymarc shall not be held liable to any party for costs or damages arising out of any such relationship or transaction absent such a written agreement.

Unless otherwise required by law, Graymarc retains sole discretion to reject or accept any engagement or service inquiry, for any reason or no reason at all.

3. Visitor Rules

As a visitor to the Website, you agree as follows:

You have the right, authority, and capacity to agree to these Terms on your own behalf and on behalf of any entity for whom you are acting. If any aspect of your use of the Website violates applicable law, you will immediately cease using the Website.
You are at least 18 years old.
You will not use a false name or email address, or impersonate any person or entity.
You will not use the Website for any purpose not authorized by these Terms.
You will only submit information or materials that you have the right to submit.
You will conduct yourself in a professional and respectful manner in all interactions with Graymarc.
You may not treat or rely on any information provided on the Website or in any email or other communication from Graymarc as legal, accounting, tax, financial, or investment advice. Graymarc is not a law firm, accounting firm, investment advisor, or securities broker-dealer. You agree to seek independent professional advice as appropriate to protect your interests, including legal, accounting, tax, and financial counsel. Information provided on the Website regarding businesses or assets is not a substitute for independent due diligence.
You understand that any information regarding businesses or assets presented on or through the Website has been provided by sellers and has not been independently audited, verified, or endorsed by Graymarc. You accept sole responsibility for your own investigation and due diligence.

4. Website Rules

The following rules govern your conduct in connection with your use of the Website (the "Website Rules"). You will not:

Defame, libel, disparage, threaten, harass, or intimidate any person or entity;
Use profane, obscene, or otherwise objectionable content or language;
Promote or describe violence, illegal drug or substance abuse, or any other illegal activity;
Violate the intellectual property, privacy, contractual, or other rights of any person;
Submit false, misleading, or materially inaccurate information, including information about any business, its financial condition, assets, or liabilities;
Violate these Terms or any applicable local, state, federal, or international law, rule, or regulation;
Trick, defraud, deceive, or mislead Graymarc or any other person;
Interfere with or disrupt the operation or security of the Website;
Upload or transmit any virus, malware, spyware, or other malicious code;
Reverse engineer, decompile, or attempt to extract any source code or software underlying the Website;
Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on the Website;
Claim any ownership right in any materials, software, or intellectual property available through the Website, other than content you own;
Use any content or information obtained through the Website for any unauthorized commercial purpose;
Attempt to access any portion of the Website to which you have not been granted access; or
Directly or indirectly solicit or encourage any employee of Graymarc or its Affiliates to leave their employment.

5. Privacy Policy

Your use of the Website is governed by Graymarc's Privacy Policy, available at https://graymarc.com/privacy-policy, which is incorporated into these Terms by reference. The Privacy Policy may be amended from time to time. Your continued use of the Website following any amendment constitutes your acceptance of the amended Privacy Policy.

6. Nature of Services; Scope of Representation

Representation & Engagement Required. Graymarc operates primarily as a sell-side business brokerage and M&A advisory firm. The only formal clients of Graymarc (each, a "Client") are sellers or buyers who have entered into a separate, signed engagement agreement with Graymarc for the applicable representation services. Absent a signed engagement agreement, Graymarc does not represent any visitor in any transaction.. No use of or engagement with the Website, and no inclusion on Graymarc's buyer list or outreach network, creates any representation, advisory, or agency relationship between Graymarc and any visitor. Absent a signed engagement agreement, Graymarc does not represent any visitor in any transaction

Asset Sales Only. Transactions facilitated through Graymarc's services are structured as the sale of business assets, and listings marketed by Graymarc are marketed on that basis. Graymarc is not a registered broker-dealer and does not, as a standard matter of practice, facilitate the sale of equity interests, membership units, or stock. Any transaction involving the sale of equity interests, membership units, or stock would require a separate written agreement and would be subject to Graymarc's independent determination, on a transaction-specific basis, of whether such engagement falls within an applicable exemption from broker-dealer registration requirements. Nothing on the Website constitutes an offer to sell or solicit an offer to buy any security.

No Offer or Solicitation. Information made available on or through the Website regarding businesses or assets is provided for general informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any business, asset, or security. All such information is subject to change, withdrawal, or modification without notice and without liability to Graymarc.

Confidentiality of Business Information. Confidential business information, including but not limited to business listings, Confidential Information Memoranda ("CIMs"), financial summaries, and related marketing materials, is strictly confidential and is provided solely for the use of qualified prospective buyers who have executed a Non-Disclosure Agreement with Graymarc. Any unauthorized disclosure, reproduction, or distribution of such materials is prohibited and may result in legal action.

No Verification of Seller-Provided Information. Information regarding businesses listed or marketed through Graymarc, including financial performance data, operational details, and asset descriptions, is provided by sellers and has not been independently audited, verified, or confirmed by Graymarc. Graymarc makes no warranty or representation as to the accuracy, completeness, or reliability of any seller-provided information. All prospective buyers are solely responsible for conducting independent due diligence, including verification of all financial, legal, operational, and regulatory information, with the assistance of their own advisors.

Valuation Information. Any valuation estimates, ranges, or indications of value provided through the Website, including through any valuation calculator tool, are provided for general informational and planning purposes only. They do not constitute a formal business appraisal, certified valuation, or opinion of value, and should not be relied upon as such. Actual transaction values may vary materially based on market conditions, buyer demand, due diligence findings, deal structure, and other factors.

Licensing and Regulatory Compliance. Business brokerage activity is subject to varying licensing and regulatory requirements across U.S. jurisdictions. Graymarc is organized under the laws of the State of Texas. Graymarc makes no representation that it holds any particular license, registration, or qualification required in any jurisdiction, and does not represent that its engagement with any seller in a particular state has been reviewed for compliance with that state's applicable laws. Clients located in states that impose licensing or registration requirements on business brokers are solely responsible for independently confirming applicable requirements in their jurisdiction before engaging Graymarc. To the extent any transaction facilitated through Graymarc involves the sale or transfer of an interest in real property, or is conducted in a jurisdiction that requires a real estate license, business broker license, or other regulatory qualification as a condition of providing brokerage services, Graymarc may engage a locally licensed co-broker or referral partner to facilitate compliance with applicable requirements. Any such co-brokerage arrangement will be disclosed to the Client on a transaction-specific basis. The involvement of a co-broker does not alter Graymarc's exclusive representation of the seller.

No Legal, Tax, or Financial Advice. Graymarc is not a law firm, accounting firm, registered investment advisor, or securities broker-dealer. Nothing provided on or through the Website, or in any communication from Graymarc, constitutes legal, tax, financial, or investment advice. You are solely responsible for obtaining independent professional advice appropriate to your situation.

7. Third-Party Listing Platforms and Marketing Channels

In connection with its sell-side representation services, Graymarc may market Client businesses for sale through third-party listing platforms and marketing channels, which may include, without limitation, platforms such as BizBuySell, DealStream, and similar business-for-sale marketplaces, as well as proprietary buyer networks, email outreach, and other marketing methods (collectively, "Third-Party Platforms"). If you encountered a listing associated with Graymarc through a Third-Party Platform prior to visiting this Website, your use of that Third-Party Platform was and remains governed solely by that platform's own terms of use, and these Terms govern only your use of this Website.

You acknowledge and agree to the following with respect to Third-Party Platforms:

Independent Terms. Each Third-Party Platform is operated by an independent third party and is governed by its own terms of use, privacy policy, and other policies. Graymarc is not responsible for the content, practices, policies, or conduct of any Third-Party Platform, and your use of or interaction with any Third-Party Platform is solely between you and that platform's operator.
No Endorsement. Graymarc's use of or reference to any Third-Party Platform does not constitute an endorsement of that platform or its operator, and Graymarc makes no representation as to the accuracy, reliability, or completeness of any content appearing on any Third-Party Platform.
Information Submitted to Third-Party Platforms. To the extent Graymarc submits listing information to Third-Party Platforms on behalf of Clients, such information is submitted pursuant to Graymarc's engagement agreement with the applicable seller and is subject to the confidentiality and accuracy obligations set forth in that agreement. Prospective buyers who access listing information through Third-Party Platforms are subject to the terms and conditions of those platforms and are solely responsible for their own compliance therewith.
No Liability for Third-Party Platform Actions. Graymarc is not responsible for any actions taken, or failures to act, by any Third-Party Platform, including with respect to the display, modification, removal, or unauthorized disclosure of listing information submitted by or on behalf of Graymarc.
Buyer List and Proprietary Network. Graymarc maintains a proprietary buyer list and outreach network. Individuals who register for Graymarc's buyer list acknowledge that they are doing so for the purpose of receiving information about businesses represented for sale by Graymarc, and that inclusion on the buyer list does not create any advisory or agency relationship between Graymarc and the registrant.

8. Third-Party Content and External Links

Third parties may provide certain information and content accessible through or in connection with the Website ("Third-Party Content"). Third-Party Content is the copyrighted work of the respective creator or licensor and may be subject to that party's own terms of use and privacy policies.

The Website may provide links to external websites or resources over which Graymarc has no control ("External Websites"). Such links do not constitute an endorsement by Graymarc of those External Websites. Graymarc is not responsible for the content, accuracy, or practices of any External Website. Your use of any External Website is subject to the terms and privacy policies of that site.

9. Mobile Access

The Website may be accessible via mobile phone, tablet, or other wireless device. Your mobile carrier's standard messaging, data, and other rates and fees will apply. You are solely responsible for all costs incurred in accessing the Website via mobile or wireless device. All use of the Website via any device must be in accordance with these Terms.

California Residents. Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Graymarc must be sent via certified mail to:

Graymarc Advisors, LLC, 5900 Balcones Drive #29489, Austin, TX, 78731, USA

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

10. Miscellaneous Terms

Amendments. Graymarc may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms on the Website. Your continued use of the Website after such posting constitutes consent to the amended Terms.

Governing Law. These Terms and all aspects of the Website shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions, regardless of your location.

Venue. For the purpose of any judicial proceeding to enforce an arbitration award, to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

Injunctive and Equitable Relief. You acknowledge that certain rights held by Graymarc in connection with the Website are of a unique and irreplaceable nature, the loss of which would cause irreparable harm not adequately compensable by monetary damages. Nothing in these Terms shall prevent Graymarc from seeking injunctive or equitable relief, without the obligation of posting any bond or surety, in the event of any breach or anticipatory breach by you.

Informal Negotiations. To expedite resolution and control costs, you and Graymarc agree to first attempt to resolve any dispute, controversy, or claim related to these Terms or your use of the Website (a "Dispute") informally for at least thirty (30) days before initiating arbitration or court proceedings.

Binding Arbitration. If informal negotiation fails, either party may elect to have the Dispute finally and exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as then in effect. Arbitration shall take place in Travis County, Texas, unless the parties agree otherwise in writing. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Except as otherwise provided herein, either party may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on an arbitration award. Judgment on any award may be entered in any court of competent jurisdiction.

All arbitration proceedings shall be closed to the public and confidential, and all records shall be permanently sealed except as necessary to obtain court confirmation of the award. The arbitrator shall have authority to grant any appropriate form of relief, whether legal or equitable, including specific performance.

You and Graymarc agree that any arbitration shall be limited to the Dispute between the two parties individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other proceeding; (2) no Dispute may be arbitrated on a class-action basis; and (3) no Dispute may be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration. The following Disputes are not subject to informal negotiation or binding arbitration: (1) any Dispute seeking to enforce or protect, or concerning the validity of, either party's intellectual property rights; (2) any Dispute arising from allegations of theft, privacy violations, or unauthorized use; and (3) any claim for injunctive relief.

Waiver. Graymarc's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce such provision in the future.

Severability. If any provision of these Terms is found illegal or unenforceable by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such finding, without affecting the validity or enforceability of the remaining provisions.

Statute of Limitations. To the extent permissible under applicable law, any claim or cause of action arising out of or related to use of the Website or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

No Third-Party Beneficiaries. These Terms are solely between you and Graymarc. No third party has any right to enforce any provision of these Terms.

Indemnification. You agree to defend, indemnify, and hold harmless Graymarc and its Affiliates, members, managers, officers, employees, agents, and representatives from and against any and all liabilities, claims, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with: (a) your use of the Website; (b) your breach of these Terms; or (c) any inaccuracy in information or materials you provide in connection with the Website or any engagement with Graymarc.

Disclaimer of Warranty. YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND ALL INFORMATION PROVIDED ON OR THROUGH THE WEBSITE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. GRAYMARC DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY CONTENT ON THE WEBSITE, INCLUDING ANY INFORMATION REGARDING BUSINESSES OR ASSETS FOR SALE. INFORMATION REGARDING BUSINESSES OR ASSETS DESCRIBED THROUGH THE WEBSITE IS PROVIDED BY SELLERS AND HAS NOT BEEN INDEPENDENTLY AUDITED OR VERIFIED BY GRAYMARC. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GRAYMARC NOR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE, ANY INFORMATION OR CONTENT ON THE WEBSITE, ANY THIRD-PARTY PLATFORM TO WHICH THE WEBSITE LINKS OR THROUGH WHICH GRAYMARC MARKETS LISTINGS, OR ANY TRANSACTION OR RELATIONSHIP ARISING OUT OF YOUR USE OF THE WEBSITE, HOWEVER ARISING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF GRAYMARC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GRAYMARC'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR YOUR USE OF THE WEBSITE EXCEED THE GREATER OF (A) THE TOTAL FEES, IF ANY, PAID BY YOU TO GRAYMARC IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100.00).

Electronic Signatures and Consent to Electronic Delivery. THIS DISCLOSURE IS PROVIDED IN COMPLIANCE WITH THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, 15 U.S.C. § 7001 ET SEQ. ("E-SIGN ACT"), AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT AS ADOPTED IN TEXAS, TEX. BUS. & COM. CODE § 322.001 ET SEQ. BY USING THE WEBSITE, YOU AGREE TO THESE TERMS IN THEIR ENTIRETY. TO THE EXTENT RELEVANT AGREEMENTS ARE EXECUTED IN CONNECTION WITH YOUR ENGAGEMENT WITH GRAYMARC, SUCH AGREEMENTS MAY BE EXECUTED VIA ELECTRONIC SIGNATURE, INCLUDING BY SELECTING AN "ACCEPT" BUTTON OR CONFIRMING VIA OTHER ELECTRONIC MEANS. YOU AGREE THAT YOUR ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF YOUR HANDWRITTEN SIGNATURE AND THAT NO THIRD-PARTY CERTIFICATION IS NECESSARY TO VALIDATE IT.

YOU AGREE TO RECEIVE DOCUMENTS AND COMMUNICATIONS FROM GRAYMARC ELECTRONICALLY. YOU ARE RESPONSIBLE FOR KEEPING YOUR EMAIL ADDRESS CURRENT WITH GRAYMARC. IF YOU WISH TO WITHDRAW CONSENT TO ELECTRONIC DELIVERY, YOU MAY DO SO BY CONTACTING GRAYMARC AT ADMIN@GRAYMARC.COM. WITHDRAWAL OF CONSENT MAY RESULT IN DISCONTINUATION OF YOUR ACCESS TO THE WEBSITE OR TERMINATION OF ANY SERVICE RELATIONSHIP.

Intellectual Property Infringement Claims. Graymarc respects the intellectual property rights of others. Claims of infringement may be submitted in writing to:

Graymarc Advisors, LLC, 5900 Balcones Drive #29489, Austin, TX, 78731, USA