Terms of Service

As used in these Terms, the following definitions apply:

• Platform or Product means the Clozur website, mobile application, deal rooms, listing tools, messaging system, and all related services available at clozur.io.
• User means any individual or entity that creates an account or accesses the Platform, including Sellers, Buyers, and Brokers.
• Seller means a User who lists a business, business asset, franchise, or investment opportunity on the Platform.
• Buyer means a User who browses listings, requests NDAs, enters deal rooms, or initiates contact with Sellers.
• Broker means a licensed business broker or intermediary who lists client businesses or represents parties on the Platform.
• Listing means any business, asset, franchise resale, investment opportunity, or partnership opportunity posted on the Platform.
• Deal Room means the private, NDA-gated secure environment within the Platform where Buyers and Sellers communicate, share documents, and negotiate.
• NDA means a non-disclosure agreement executed through the Platform as a condition of accessing confidential Listing information.
• Confidential Information means all financial data, operational information, customer data, and other non-public business information shared within a Deal Room or through the Platform.
• Submitted Content means any information, data, text, videos, photographs, imagery, graphics, messages, financial documents, or other content you submit, upload, post, or otherwise transmit through the Platform.
• Passcode means the username, password, and any other authentication method used to access the Platform.
• Clozur Parties means Clozur, Inc. and its officers, directors, employees, agents, affiliates, successors, and assigns.

The Platform is operated by Clozur, Inc. You must be at least 18 years old to use the Platform. By accessing or using the Platform, you agree to be legally bound by these Terms. They constitute a legal contract between you and Clozur. If you do not agree, you may not use the Platform.

By using the Platform, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into binding contracts; (c) if acting on behalf of a business entity, you have the authority to bind that entity; (d) all information you provide is accurate, current, and complete; and (e) your use of the Platform complies with all applicable laws.

Clozur reserves the right to modify these Terms at any time by posting revised terms on the Platform. Your continued use of the Platform following any changes constitutes acceptance of the updated Terms.

THE PLATFORM IS INTENDED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. You shall not use the Platform in any manner intended to constitute a "consumer report" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.

Clozur does not: (a) verify the accuracy or completeness of any Listing or Submitted Content; (b) guarantee the financial performance or value of any listed business; (c) guarantee that any transaction will be completed; (d) act as an escrow agent or closing agent; or (e) make any representations regarding the suitability of any Listing for any Buyer. YOU ARE ENCOURAGED TO CONDUCT YOUR OWN INDEPENDENT DUE DILIGENCE AND SEEK INDEPENDENT PROFESSIONAL ADVICE BEFORE ENTERING INTO ANY TRANSACTION.

Subject to these Terms, you may use the Platform to: (a) view Listings of business opportunities; (b) create, manage, and market Listings for businesses you own, control, or are authorized to represent; and (c) communicate with other Users through the Platform's messaging and Deal Room features. You are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for these permitted purposes only.

The following uses of the Platform are strictly prohibited:

• Distribute, copy, reproduce, transmit, sell, or create derivative works of any portion of the Platform;
• Use any data mining, scraping, or extraction tool or automated process to monitor or copy any portion of the Platform;
• Access or use the Platform if you are a direct or indirect competitor of Clozur;
• Impersonate any person or entity, or falsely state or misrepresent your identity, credentials, or authority;
• Submit false, misleading, or fraudulent Listing information, financial data, or identity information;
• Create fake Listings, fake Buyer profiles, or fictitious business opportunities;
• Contact Users outside the Platform ("going off-platform") to circumvent Clozur's services or any applicable fees, once introduced through the Platform — this prohibition survives termination of these Terms;
• Use another User's Confidential Information for any purpose beyond evaluating the specific transaction for which it was disclosed;
• Use the Platform in connection with any securities offering without Clozur's express written permission;
• Upload malicious code, viruses, or any content designed to harm the Platform or its Users;
• Attempt to defeat, circumvent, or undermine any security feature of the Platform;
• Engage in money laundering, fraud, financing of terrorism, or any illegal activity;
• Violate any applicable federal, state, or local law or regulation.

Clozur has a zero-tolerance policy for fraud and misrepresentation. Any User found to have submitted false or fraudulent information will have their account immediately terminated and may be subject to civil and criminal legal action. Clozur reserves the right to report suspected fraudulent activity to appropriate law enforcement authorities.

6.1 All Users

By using the Platform, all Users represent and warrant that all Submitted Content is accurate to the best of their knowledge; they own or have the right to submit such content; their submissions do not infringe any third-party rights; and their Submitted Content is free of viruses or other malware.

6.2 Sellers and Brokers

• They have the full right, power, and authority to list the business on the Platform;
• All financial information and Listing details are accurate and not misleading;
• They will promptly remove or update any Listing that is no longer accurate or available;
• Brokers hold all required licenses and comply with applicable laws in all jurisdictions they operate;
• They will respond to Buyer inquiries within 72 hours in a professional and good-faith manner;
• They will not advertise a business as "established" unless it has operated continuously for at least one year with documented revenue history;
• Only one Listing is permitted per business opportunity.

6.3 Buyers

• They are inquiring about Listings in good faith with a genuine interest in the transaction;
• They will maintain strict confidentiality of all information received through Deal Rooms and NDAs;
• They will not use Listing information for any purpose other than evaluating the specific business opportunity;
• They have or will obtain independent professional advice before completing any transaction.

By entering a Deal Room, all parties agree that: (a) Clozur is NOT a party to any NDA executed on the Platform — NDAs are solely between the Buyer and Seller; (b) Clozur is not responsible for the enforceability of any NDA or breach of confidentiality by any party; (c) Users may not share Deal Room contents with third parties without express written consent of the disclosing party; (d) Clozur may access Deal Room communications for platform security, fraud prevention, and legal compliance; and (e) all Deal Room communications shall be professional and conducted in good faith.

Confidentiality obligations survive termination of any Listing, Deal Room, or User account.

You are solely responsible for all Submitted Content. You retain ownership of your Submitted Content, and by submitting it you grant Clozur a royalty-free, perpetual, irrevocable, non-exclusive, worldwide license to use, display, reproduce, adapt, and distribute your Submitted Content in connection with operating and improving the Platform. You also waive any moral rights in your Submitted Content to the extent permitted by law.

Clozur has no obligation to monitor Submitted Content but reserves the right to monitor, refuse, edit, or delete any Submitted Content at any time for any reason. You are solely responsible for retaining copies of all Submitted Content.

You must maintain the confidentiality of your Passcode and may not share it with any other person. You are solely responsible for all activity under your account. Unauthorized attempts to defeat or circumvent any security feature are strictly prohibited and may result in loss of access, disclosure to law enforcement, and criminal prosecution under applicable laws.

You agree to notify Clozur immediately at hello@clozur.io if you become aware of any unauthorized use of your Passcode or any other breach of security. If you cause a technical disruption of the Platform, you agree to be responsible for all resulting liabilities, costs, and expenses including reasonable attorneys' fees.

10.1 Clozur IP

The Platform, including its design, software, features, and all content created by Clozur, is owned by Clozur, Inc. and protected by U.S. and international intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform without our express written permission. You may not use or reproduce any trademark, service mark, or trade name of Clozur without written consent.

10.2 Your Content

You retain ownership of Submitted Content. By submitting it, you grant Clozur the license described in Section 8. Nothing in these Terms restricts Clozur from freely using, without compensation, any ideas, suggestions, or feedback you provide relating to the Platform.

The Platform may include links to or integrations with third-party services including escrow providers, legal services, and financial institutions. Clozur is not responsible for the practices, availability, or content of any third-party service. Any issues or disputes with third-party services are solely between you and the applicable third party. It is your responsibility to review the terms and privacy policies of any third-party services you use.

Clozur reserves the right to audit and monitor (manually or through automated means) the use of the Platform to ensure compliance with these Terms and to maintain and improve the Platform. You acknowledge and agree that Clozur may access, preserve, and disclose information about your use of the Platform if required by law or in a good-faith belief that such access is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that Submitted Content violates third-party rights; or (d) protect the rights, property, or safety of Clozur, its Users, or the public.

By providing your phone number during registration or use of the Platform, you expressly consent to receiving calls and text messages — including auto-dialed or pre-recorded calls and SMS/text messages — from Clozur, its affiliates, agents, and partners. These communications may include inquiries, marketing, transaction updates, and other matters related to your use of the Platform. Standard messaging and data rates may apply.

Clozur reserves the right to interrupt, terminate, suspend, or block your access to the Platform at any time, with or without notice, including upon determination that you have violated these Terms. Upon termination: (a) your right to access and use the Platform immediately ceases; (b) you must permanently delete any Platform content in your possession within 10 days.

You acknowledge that any breach of these Terms will cause irreparable harm to Clozur for which there is no adequate remedy at law. Therefore, in addition to all other remedies, Clozur shall be entitled to seek injunctive relief without the requirement of posting a bond. If Clozur retains any third party to enforce its rights, Clozur shall be entitled to recover all costs, including attorneys' fees.

Termination does not release you from obligations incurred prior to termination, including confidentiality obligations and the anti-circumvention obligation in Section 5.

Clozur currently offers free access during its beta period. When fees are introduced, with advance notice, the following shall apply: (a) all fees are in U.S. dollars and non-refundable; (b) subscription fees are billed in advance; (c) Clozur may modify fees with timely notice; (d) all fees shall be paid without any right of set-off or deduction; (e) billing disputes must be raised within 180 days of the disputed charge; and (f) you are responsible for all applicable taxes.

If you believe your copyrighted work has been copied on the Platform in a way that constitutes copyright infringement, you may send Clozur a written DMCA notice that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material; (d) your contact information; (e) a statement of good faith belief that the use is not authorized; (f) a statement that the notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Clozur's designated copyright agent for DMCA notices: hello@clozur.io

THE PLATFORM IS PROVIDED "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (a) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (b) THE QUALITY, ACCURACY, OR COMPLETENESS OF ANY LISTING OR CONTENT; (c) THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR (d) THAT ANY TRANSACTION WILL BE COMPLETED OR SUCCESSFUL. ANY RELIANCE UPON THE PLATFORM IS AT YOUR OWN RISK.

BY USING THE PLATFORM, YOU: (i) ACKNOWLEDGE THAT CLOZUR IS NOT A PARTY TO ANY TRANSACTION; (ii) AGREE THAT WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY TO ALL TOOLS, FORMS, AND AGREEMENTS AVAILABLE ON THE PLATFORM; AND (iii) ACKNOWLEDGE THAT CLOZUR MAKES NO REPRESENTATIONS AS TO THE SUFFICIENCY, LEGAL EFFECT, OR ENFORCEABILITY OF ANY NDA, PURCHASE AGREEMENT, OR ELECTRONIC SIGNATURE EXECUTED THROUGH THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CLOZUR PARTIES WILL NOT BE LIABLE FOR ANY LOSS, COST, OR DAMAGE ARISING FROM: ANY FAULTS OR DELAYS IN THE PLATFORM; INACCURATE OR FRAUDULENT INFORMATION PROVIDED BY SELLERS OR BROKERS; FAILED TRANSACTIONS; OR BREACH OF CONFIDENTIALITY BY ANY USER.

CLOZUR'S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) TOTAL FEES PAID BY THE USER IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00). UNDER NO CIRCUMSTANCES WILL THE CLOZUR PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.

NO ACTION ARISING OUT OF THESE TERMS MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. IF YOU ARE A CALIFORNIA RESIDENT, YOU SPECIFICALLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542.

You agree to defend, indemnify, and hold harmless the Clozur Parties from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Platform; (b) your Submitted Content; (c) any misrepresentation or fraudulent information you provide; (d) your violation of these Terms or any applicable law; (e) any transaction you enter into through the Platform; (f) any breach of confidentiality arising from Deal Room access; or (g) any claim by a third party arising from your conduct on the Platform.

20.1 Informal Resolution

Before filing any formal legal claim, you agree to contact us at hello@clozur.io and attempt to resolve the dispute informally for at least 30 days.

20.2 Binding Arbitration

Any dispute arising out of or relating to these Terms shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except that either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction. Arbitration shall take place in Washington, D.C. or, at the User's option, be conducted virtually. The arbitrator's award shall be final and binding.

20.3 Class Action Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION AGAINST THE OTHER PARTY IN ANY DISPUTE OR PROCEEDING, WHETHER BASED ON CONTRACT, STATUTE, TORT, OR ANY OTHER THEORY.

20.4 Governing Law

These Terms are governed by the laws of the District of Columbia, without regard to conflict of law principles. To the extent any claim is not subject to arbitration, you consent to the exclusive jurisdiction of the federal and state courts located in Washington, D.C.

The Platform is intended for use within the United States only. You may not export or re-export any portion of the Platform in violation of applicable U.S. export control laws or sanctions regulations, including those of the U.S. Treasury Department and Commerce Department.

Your use of the Platform is subject to Clozur's Privacy Policy, which is incorporated into these Terms by reference. Clozur may disclose your information when required by law, court order, or when necessary to protect the rights, property, or safety of Clozur, its Users, or the public.

• Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Clozur regarding the Platform.
• Severability. If any provision is held invalid or unenforceable, it shall be replaced with an enforceable provision that retains the original intent, and remaining provisions continue in full force.
• No Waiver. Our failure to enforce any right or provision will not be considered a waiver.
• Assignment. You may not assign your rights under these Terms without our prior written consent. Clozur may assign these Terms freely.
• Force Majeure. Clozur will not be liable for failure or delay due to causes beyond our reasonable control, including acts of God, pandemics, governmental actions, or telecommunications failures.
• Anti-Bribery. Each party represents and warrants that it has not and will not offer, give, solicit, or accept any bribe with the intent to induce improper conduct.
• Electronic Signatures. Electronic acceptance of these Terms (including clicking "I Agree" or creating an account) constitutes a valid and legally binding signature.
• Survival. Sections 7, 8, 10, 17, 18, 19, 20, and 23 shall survive expiration or termination of these Terms, along with the anti-circumvention obligation in Section 5.
• English Language Controls. The English language version of these Terms is binding. Any translated version is for convenience only.
• Changes to Terms. We may modify these Terms at any time with at least 14 days notice for material changes. Continued use constitutes acceptance.

Questions about these Terms? Contact us: