Hoff Business Advisors, LLC
Last Updated 1/1/2019
The Site provides an interactive online service operated by Hoff Business Advisors, LLC, (and) Hoffbb.com on the World Wide Web of the Internet (the” Web”), consisting of information services, content and transaction capabilities facilitated through Hoffbb.com affiliates of Hoff Business Advisors, LLC LLC, and any and all affiliates including but not limited to preferred service providers. This Agreement sets forth the terms and conditions that apply to the use of this Site by the End User. By using this Site (other than to read this Agreement for the first time), End User agrees to comply with all of the terms and conditions hereof. The right to use this Site is personal to End User and is not transferable to any other person or entity. End User shall be responsible for protecting the confidentiality of End User’s password(s), if any. End User acknowledges that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of Hoffbb.com, and Hoffbb.com shall not be responsible for any data lost while transmitting information on the Internet. While it is Hoffbb.com objective is to make the Site accessible 24 hours per day, 7 days per week, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Hoffbb.com, access to the Site may be interrupted, suspended or terminated from time to time. Hoffbb.com shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, Hoffbb.com may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. You represent that you are of legal age to form a binding contract. You must be at least 18 years old to be eligible to use the Site.
2. Services Provided
Hoff Business Advisors, LLC provides business brokerage and advisory service to business owners, buyers, and clients.
3. Seller Fees, Renewals, Cancellations, and Requirements under the Listing Agreement
All fees paid to Hoff Business Advisors, LLC are nonrefundable.
Upon executing a listing agreement with Broker, the Seller agrees to pay broker a commission equal to an agreed upon percentage of the final purchase price. The purchase price of the business shall include the total consideration including all cash or non-cash consideration, received by the Seller including, but not limited to, cash equivalents, notes, liabilities assumed, earnouts, licensing fees, employment agreements, non compete and consulting agreements. The Seller agrees to cooperate with the Broker to facilitate the sale of the business.
Seller agrees that if their listing is cancelled or the property withdrawn from sale during the listing term by the Seller, the commission shall become immediately due by Seller to Broker. If Seller refuses or is unable to comply with the listing terms for any reason thereby preventing disposition of the property during the listing term, the commission shall become immediately due and payable to the Broker.
Seller agrees that the commission shall be immediately due and payable if the Seller, directly or indirectly, enters into a Purchase and Sale Agreement (however designated) accepts a deposit or does any other act tantamount to a sale or contract to sell to include conveying assets through a stock sale or other transfer of ownership or control, as well as any change of ownership, transfer of assets, stock or membership interests among existing owners stockholders or members, without the written approval of the broker, and the cancellation or recession of any of the foregoing acts shall not act as a release of Seller from such liability.
In any case where the deposit and/or down payment have been forfeited, this amount shall be split 50% to the Seller and 50% to the broker.
Seller shall immediately refer to Broker all inquiries by anyone or offers it may receive regarding the business. All negotiations shall be conducted through the Broker.
The Seller acknowledges that he/she will supply accurate information in a timely manor to the broker regarding the business.
The Seller will verify any and all qualifications of the buyer and understands that Hoff Business Advisors, LLC will not make any verifications or warranties including, but not limited to, Buyers health, experience, competency, residency, and financial status. The Broker shall not be liable or responsible for and is hereby indemnified and held harmless by SELLER from against any and all claims and damages of any kind relating to the marketing, sale, or purchase, including but not limited to, any and all claims and damages of every kind attributable to the performance or nonperformance of the Seller and/or buyer under any agreement connected with the sale or purchase of the business described above.
Seller agrees to pay Brokers full commission, if not paid prior to, then at closing; and Seller grants to the Broker a security interest in the assets of any business listed for sale through Hoff Business Advisors, LLC. Seller agrees to pay the full commission set forth in this agreement to the broker in the event the property or business described herein is, within (2) years after the termination of the listing agreement, sold, traded, or otherwise conveyed to anyone referred to Seller by Broker or with whom Seller had negotiations during the term of the listing agreement.
Shall any suit be commenced to enforce the broker or Hoff Business Advisors, LLCs rights herein, in the event the Broker is successful, the Seller agrees to pay the Broker the expenses connected therewith, including interest in the amount of 10% annually plus attorneys fees incurred.
If Seller includes a partnership, corporation, or other entity, the person signing the listing agreement on behalf of such entity hereby represents and warrants that he/she also has the authority to enter into this contract on behalf of said entity.
4. Buyer Fees, Renewals, and Cancellations
All fees paid to Hoff Business Advisors, LLC are nonrefundable.
To cancel a premium membership please email us with your name and email address at least 7 days prior to the billing date to avoid recurring charges.
The Buyer will verify all information provided to the buyer from a Seller and understands that Hoff Business Advisors, LLC will not make any verifications or warranties including, but not limited to the business, seller, employees, financials, sales history, sales projections, assets, lease, or status. The Broker shall not be liable or responsible for and is hereby indemnified and held harmless by BUYER from against any and all claims and damages of any kind relating to the introduction, sale, or purchase, including but not limited to, any and all claims and damages of every kind attributable to the performance or nonperformance of the Seller and/or Buyer under any agreement connected with the sale or purchase of the business described above.
To conduct all inquiry into the referenced business exclusively through Agent, which company I/we hereby acknowledge to be the agency first providing such information to me/us.
You should be and are to be held responsible for any breach of the Agreement by you, your agents and/or employees and/or associates in that Proprietary Information will be kept confidential and shall not, without the prior written consent of Agent be disclosed to non involved parties by you, your agents and/or employees and/or associates, in any manner whatsoever, in whole or in part, and shall not be used by you, your agents and/or employees and/or associates except those who need to know the Proprietary Information for the purpose of evaluating your possible interest as described above and who are informed by you of the confidential nature of the Proprietary Information prior to release to them.
The Proprietary Information, except for the portion of the Proprietary Information, which consists of analysis, compilations, studies or other documents prepared by you, your agents or employees, will be returned immediately upon Business and/or Agent request without retaining any copies thereof. That portion of the Proprietary Information which consists of analysis, compilations, studies or other documents prepared by you, your agents or employees, will be held by you and kept confidential and subject to all the terms of this Agreement or destroyed at the request of the Business and/or Agent with such destruction confirmed in writing.
In the event that you or anyone to whom you transmit the Proprietary Information pursuant to the Agreement becomes legally compelled to disclose any of the Proprietary Information, you will provide Agent with prompt notice thereof so that the Business may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of the Agreement. In the event that such protection order or other remedy is not obtained, or that the Business waives compliance with the provisions of this agreement, you will furnish only that portion of the Proprietary Information which is legally required and will exercise your best efforts to obtain relief assurances that confidential treatment will be accorded the Proprietary Information.
You agree that for a period of two (2) years following termination of discussions and/or negotiations among representatives of yourselves and the Business regarding the possible purchase by you of the Business you will not have discussions of a business nature with any employee, officer or director of the business except where specific permission to do so is granted by the Business and/or Agent. You further agree that, for a period of two (2) years from the date of introduction of the Business by Agent you will not, without the Business’s expressed written consent, recruit, solicit for employment by you, your company or associates, or hire anyone then serving as an employee, officer, or director of the Business, or accept employment from the Business without consent of the Business and Agent and payment of the commission due Agent or release there from.
Payment of the Agents fee, unless otherwise negotiated and placed in writing at the time of an offer, will be the responsibility of the Seller provided a transaction is consummated. That fee would be paid at the Closing. You agree to protect that fee in the amount of 10% of the purchase price or a minimum of $15,000 whichever is greater therefore if the Business were to avoid paying the agents fee at closing, reorganize, seek bankruptcy protection, or attempt to alter the Listing Structure legally avoiding the Agent’s fee from the Seller and the sale were to continue at the option of the Seller and the undersigned then the fee will become the responsibility of the undersigned if a purchase of the assets, lease, an employment contract or other arrangement were to develop from this introduction. It is your responsibility as the undersigned to ensure prior to completing the transaction that the agent will be compensated in full by the Seller at closing. You further agree that if no sale or other transfer of ownership or control occurs, and you lease the Business and/or Business location from the Landlord or any other person who controls the Business Location the Agent will be entitled to a fee from you of 10% of the value of the entire lease or a minimum of $15,000 whichever is greater.
Additionally, if the undersigned has knowledge of the Business being introduced or prior knowledge or any other mitigating circumstance that in any way would modify the Agent’s commission right this detail must be expressed at the time of introduction.
Agency Disclosure; You acknowledge, understand, and agree that in any of your dealings with Agent, that the Agent is and will be acting an Agent of the Seller.
This Agreement is for the benefit of the Business and/or Agent and without prejudice to the rights and remedies otherwise available to it. The Business and/or Agent shall be entitled to seek equable relief including attorney fees if the Business and or/Agent should allege that you have breached or threatened to breach any of the premises of the Agreement, subject to any and all defenses that may be available to you.
6. End User Conduct.
7. Copyright and Trademarks.
Everything located on or in this Site is the exclusive property of Hoffbb.com or used with express permission of the copyright and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE MICROSITES WITHOUT THE EXPRESS WRITTEN PERMISSION OF HOFF BUSINESS ADVISORS, LLC. IS STRICTLY PROHIBITED. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject End User to civil and/or criminal penalties.
ALL SERVICE PROVIDED BY HOFF BUSINESS ADVISORS, LLC ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. HOFF BUSINESS ADVISORS, LLC MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE BUSINESS FOR SALE AND/OR BUYER, OFFERING, SERVICE, OR GUARANTEE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF BROKERABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.
9. Limitation of Liability
IN NO EVENT SHALL HOFF BUSINESS ADVISORS, LLC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM LOSS OF ACCESS, USE, DATA, REVENUE, PROFITS, WHETHER RESULTING FROM AN ACTION OF THE CONTRACT, PROPERTY INFRINGEMENT, NEGLIGENCE, OR ANY OTHER TORT OR CLAIM, ARISING OUT OF OR IN CONNECTION WITH THE USE OR RELIANCE UPON THE SITE, OR COMPANY. Client’s exclusive remedy, and Hoffbb.com, entire liability under this Agreement shall not exceed a refund to Client of the total fees paid by Client to Hoffbb.com within the last 30 days hereunder, and in no event will Company’s liability for any reason exceed such fee. Hoff Business Advisors, LLC (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Client’s use of the products, services, site, or deliverables, and Client shall indemnify Hoff Business Advisors, LLC, our Subsidiaries, (and Hoff Business Advisors, LLC’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Client arising from Client’s use or application of the Services or the Deliverables.
End User agrees to defend, indemnify and hold harmless Hoff Business Advisors, LLC, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to any products or services purchased by End User in connection with the Site. End User is solely responsible for interactions with Brokers and other users of the Site. To the extent permitted under applicable laws, End User hereby releases Hoff Business Advisors, LLC from any and all claims or liability related to any product or service of a Broker, any action or in-action by Broker, including Broker’s failure to comply with applicable law and/or failure to abide by the terms of any agreement, and any conduct or speech, whether online or offline, of any other user.
Any and all claims, judgements and awards shall be limited to actual out of pocket costs incurred to a maximum of $100 per claim.
12. CLASS ACTION WAIVER: Any Claim must be brought in the parties individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make any award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
15. Hoff Business Advisors, LLC is a Merger & Acquisition Firm that specializes in the sale of operating businesses. Our firm provides valuable and confidential intermediary service between the Buyer and Seller. Our fee is earned through the confidential marketing and intermediary service of the operating business based on the overall value of the business itself including the goodwill, inventory, furniture, fixtures, equipment, customer list, sales, income, and other assets excluding real estate. Hoff Business Advisors is not a Real Estate Brokerage and therefore our firm and our employees do not receive commission or compensation towards residential or commercial leases, or the sale of Real Estate. In the event Real Estate is available as part of a business transaction the sale or transfer of the Real Estate asset is handled through a closing attorney of the Buyer and Seller's choice and no fee will be paid to Hoff Business Advisors, LLC or our employees towards the value of the included Real Estate.
16. Contacting Us