YOU AGREE THAT BY USING THE SITES AND THE MSP OF OCA, YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE AND QUALIFIED TO ENTER INTO THIS CONTRACT.
DISCLAIMER: The MSP purchased from or supplied by OCA are for educational purposes only and are in no way intended to replace your need for legal, tax, accounting, or other professional services. Any other use is at your own risk. OCA has no control how you might interpret or use the OCA MSP. OCA is not an attorney nor acting as your attorney or professional advisor, nor does OCA make any warranty or guarantee, expressed or implied, regarding the accuracy, completeness, or legal sufficiency or desired effect of any of the MSP purchased by you or supplied to you. The MSP is to assist you with a general understanding of the business sale/acquisition transaction process of a small business, as well as some of the forms, tools, templates, documents, and information that might be utilized. By purchasing or using the MSP of OCA you agree: (i) you have read, understand, and agree with this Agreement in its entirety, (ii) to HOLD OCA HARMLESS from any action that might arise from the use or interpretation of the Sites or MSP of OCA, (iii) you will not resell any of the MSP of OCA, (iv) you will not copy or alter the MSP of OCA and subsequently resell them, and (v) the MSP of OCA is only for your personal use and will not be provided or distributed by you to others for commercial use, and (vi) that a violation of either parts (iii), (iv), and (v) would be damaging to OCA.
- Representation and Responsibilities. Buyer represents self in the course of preparing, negotiating, and consummating the purchase of a business, and is solely responsible for representations, methods and processes used to purchase a business.
- Buyer Authorization. Buyer represents and warrants that Buyer is at least eighteen (18) years of age, mentally competent, legally able and qualified to enter this Agreement, duly and unconditionally authorized to enter this Agreement, has authority to execute all documents to complete and consummate the business purchase process, duly represents all buyers and investors as it relates to the purchase of a business, and personally guarantees performance of this Agreement.
- Information. Buyer warrants that all information provided to OCA by Buyer is complete and accurate in every respect, and Buyer will cooperate with OCA in efforts to perform under this Agreement. Buyer shall keep OCA informed of activities, developments and changes which may affect OCA’s or Buyer’s ability to perform under this Agreement.
- Materials, Services, and Products. The Materials, Services, and Products, Recommendations, Forms, Tools, Samples, Templates, Documents, Websites, Tips, Guidance, Videos, and Information by OCA (hereinafter, “MSP”) are for educational purposes only and are in no way intended to replace Buyer’s need for legal, tax, accounting, or other professional services. Any other use is at Buyer’s own risk. OCA has no control how Buyer might interpret or use the OCA MSP. OCA is not an attorney nor acting as Buyer’s attorney or professional advisor, nor does OCA make any warranty or guarantee, expressed or implied, regarding the accuracy, completeness, or legal sufficiency or desired effect of any of the MSP supplied. MSP is to assist Buyer with a general understanding of the business sale transaction process of a small business, as well as some of the forms, tools, templates, documents, and information that might be utilized. By using the MSP of OCA, Buyer agrees: (i) Buyer will not resell any of the MSP of OCA, (ii) Buyer will not copy or alter the MSP of OCA and subsequently resell them, and (iii) the MSP of OCA is only for Buyer’s personal use and will not be provided or distributed to others for commercial use, and (iv) that a violation of either parts (i), (ii), and (iii) would be damaging to OCA. Upon its sole discretion, OCA reserves the right to refuse to sell or provide MSP to Buyer or any party.
- Use of Materials, Services, and Products. Buyer understands and agrees that any MSP received from OCA is not customized to Buyer’s particular needs. OCA grants Buyer a limited, personal, non-exclusive, non-transferable use of OCA MSP for Buyer’s own personal, internal business use. Buyer agrees Buyer has no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the OCA MSP in any manner, except for modifications for Buyer’s personal use only. Buyer agrees not to remove any copyright, trademark, footer or watermark notice from any OCA MSP. Buyer agrees the MSP received may only be used by Buyer for Buyer’s personal or business use, and may not be sold, disseminated or redistributed without the express written consent of OCA.
- Limited Permission. OCA grants the Buyer permission to download, view, copy and print the MSP documents Buyer has: (a) purchased, or (b) received from OCA on any computer solely for Buyer’s personal, informational, non-commercial use provided that (i) any copyright, trademark notice, footer and watermark appearing in the MSP remains in or on the MSP, (ii) the MSP is not used on any other Web site or in a networked computer environment, (iii) the MSP is not modified in any way, and (iv) nothing herein shall allow, and Buyer is hereby expressly prohibited from, recording by any means or methods, embedding or hyperlinking, or copying or storing any OCA or Deal Coach videos or video files. The permission terminates automatically without notice if Buyer breaches any of the terms or conditions herein. On any such termination, Buyer agrees to immediately destroy any downloaded or printed MSP. Any unauthorized use of any OCA MSP contained on the Sites may violate copyright laws, trademark laws, laws of privacy and other regulations and statutes.
- Intellectual Property of OCA. Buyer understands and agrees that all OCA MSP is the intellectual property and an asset of OCA and its authors. Authors are an intended party and beneficiary whose rights are being protected and who may enforce terms of this Agreement, as if they are a party hereto.
- Ownership. The Sites and MSP are owned and operated by OCA. All right, title and interest in and to the Sites and MSP provided, including but not limited to information, text, samples, documents, tools, templates, downloads, logos, graphics, videos, sounds and images (also a part of the “MSP”) are owned by OCA or by OCA’s respective third-party authors, developers or vendors (“Third Party Providers”). Except as otherwise expressly provided by OCA, none of the MSP may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, resold, or distributed in any way and nothing on the Sites shall be construed to confer any license under any of OCA’s intellectual property rights. Any rights not expressly granted to Buyer herein are reserved by OCA.
- Services and Non-Refundable Policy. The “Deal Coach” Buyer is hereby paying OCA for the use of the OCA MSP (OCA’s intellectual property) as described herein, and for a thirty day subscription of access to Deal Coach Buyer videos. Soon after Buyer’s payment is processed, and with confirmed execution of this Agreement, OCA will send Buyer selected OCA MSP. Buyer will have thirty (30) calendar days of subscription from the date the MSP is sent, to access and view the Deal Coach Buyer videos. Buyer’s access to the Deal Coach Buyer videos will terminate after the thirty (30) days from when the OCA MSP was sent to Buyer. Whether Buyer utilizes all or any portion of the OCA MSP, Buyer remains bound to the terms, conditions, and obligations herein. Buyer understands and agrees OCA has no control, responsibility, or ability to assure Buyer has the necessary devices or streaming speeds or available service providers to access the videos, and Buyer hereby accepts that responsibility and risk. Buyer understands and hereby agrees that as soon as the OCA MSP has been sent to Buyer, Buyer has received valuable benefit, and therefore Buyer understands and agrees the payment is non-refundable.
- Non-Transferrable Rights. Buyer’s rights of access to or use of the Sites, or any of the MSP are non-transferrable to another party or entity, under any circumstance whatsoever.
- Placements On Websites and Limited Information. Limited and generic information about Buyer’s business acquisition interest may be publicly viewed on websites owned or operated by OCA (herein, “Sites”). OCA will not identify Buyer or any contact information, without express permission from Buyer.
- Special Permission and Authorization to Contact Buyer. Buyer grants permission and authorization to: (i) have OCA communicate with Buyer regarding any prospective Sellers (FSBO – Deal Coach or otherwise) that might be of interest to Buyer, and (ii) upon OCA’s sole discretion, provide Buyer’s contact information to FSBO – Deal Coach Sellers about whom Buyer has made an inquiry, so Seller may contact Buyer directly to enter discussions. It is Buyer’s responsibility to maintain a valid, working email address and to keep OCA updated of the address. It is Buyer’s sole responsibility to contact the inquiring Seller to begin discussions about the sale opportunity.
- Access to Information and Risk of Use. Buyer understands and agrees OCA will not and has no duty to qualify or verify: (i) users of OCA Sites, (ii) prospective sellers who may inquire about Buyer, (iii) prospective sellers with whom Buyer chooses to communicate or do business with. Buyer agrees to hold OCA harmless from any damages or loss in any manner as a result of users of the Sites or prospective sellers or their respective advisors, agents or representatives. Although OCA utilizes reasonable steps to maintain system security and protection of information and identity, Buyer understands and agrees OCA makes no guarantee of system security or protection of Buyer’s information or identity. If Buyer believes system security has been breached or Buyer’s information accessed without authorization, Buyer should immediately contact OCA in writing. Buyer agrees that OCA shall not be liable for any losses Buyer incurs as a result of someone accessing Buyer’s information.
- Cancellation or Non-Performance. If Buyer refuses or fails to comply with terms of this Agreement, for any reason, actual damages to OCA may result, whether, direct, indirect, special, incidental, or consequential, and therefore OCA may seek action, remedy, and an award.
- Term and Termination. Buyer’s rights of use of the OCA MSP as outlined herein, and all limitations and restrictions and prohibitions of use by Buyer outlined herein, shall remain in perpetuity. (i) OCA may terminate Buyer’s rights of use in its sole discretion at any time. Causes for termination by OCA may include, but are not limited to: (a) permitting or enabling third parties to have access to MSP, (b) utilizing MSP for purposes other than those intended by OCA, (c) using documents or information that Buyer does not have legal or lawful permission to disseminate, or misrepresenting the Buyer’s intent to purchase a business opportunity, and (d) OCA deems the Buyer’s interest out of alignment with OCA’s goals and objectives. (ii) Termination does not relieve Buyer of terms, conditions, and obligations outlined herein.
- Indemnity. Buyer indemnifies and holds harmless OCA from any action that might arise from the use or interpretation of the MSP and against any liability, claim, damage, cause for action, losses, costs for expenses, attorneys’ fees, and fees on appeal asserted by third parties, arising out of breach of this Agreement, its covenants, and Products or Sites or Materials or Services performed or provided by OCA under or in connection with this Agreement.
- Limitation of Liability. Buyer agrees that OCA shall not be liable for: (i) any damages, whether indirect, punitive, special, incidental, or consequential, (ii) loss of business, revenue, income, employment, customers, vendors, employees, time, information, documents, or data, as a result of or arising out of Buyer’s use of the MSP, even if Buyer has advised OCA of the possibility of such damage. Buyer assumes all responsibility for any costs for repairs or servicing of Buyer’s equipment or data as a result of or arising out of Buyer’s use of the MSP.
- Disclaimer. OCA makes no guarantee or representation, express or implied, that OCA or any of OCA’s MSP, including coaching, marketing, suggestions, Deal Coach Buyer Package or efforts will result in a Sale Transaction or a particular outcome.
- Governing Law and Venue. This Agreement, its interpretation, construction, and enforcement shall be governed by the laws of the State of Oklahoma, and any controversy, claim, dispute, or action, arising out of or relating to this Agreement, shall be decided in state court in Tulsa County, Oklahoma, unless agreed otherwise, and the Parties expressly consent to the venue and jurisdiction of such court as sole and exclusive proper venue under this Agreement.
- Severability and Assignment. If any provision, paragraph, section, sentence, clause, or phrase contained in this Agreement, is held to be unenforceable, void, or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby. In such event, each so held as unenforceable or invalid shall be deemed to be modified so as to constitute a provision conforming as nearly as possible to such unenforceable void or invalid element while still remaining valid and enforceable, and the remaining terms hereof shall not be affected thereby.
- Entire Agreement. This Agreement constitutes the entire agreement between OCA and Buyer pertaining to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings between them. No statements, promises, agreements, understandings or representations have been made as inducements to enter this Agreement or that were material in the Buyer’s mind or a part of Buyer’s decision to enter this Agreement, except as specifically made in writing as a part of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by OCA and Buyer.
- Other. Buyer acknowledges and agrees that OCA has not guaranteed any business sale or purchase or outcome.
Defined Terms: The following capitalized terms shall have the following meanings for purposes of this Agreement:
- OCA – Shall mean, Oklahoma Corporate Acquisitions, Oklahoma Business Brokers, Inc., Oklahoma Commercial Realty, Inc., and any affiliated entities, and their respective principals, shareholders, officers, members, managers, directors, employees, representatives, and agents.
- Affiliate – Shall mean, any individual(s) or entity that does business with or on behalf of Buyer or OCA, and who either has recognized formally or informally as an individual or entity that works collaboratively and cooperatively as an associate of Buyer or OCA.
- Agreement – Shall mean, this “Deal Coach Buyer Package Agreement”.
- Buyer – Shall mean, (i) any individual(s) or entity(s) who express or purports to be searching for a business to purchase or merge with, or (ii) any individual(s) or entity(s) who makes or attempts to make inquiry or communicate with a Seller with the intent to discuss or negotiate the contemplated sale of a business.
- Materials – Shall mean, any and all Materials, Services, Products, information, and audio or visual aids.
- Partner – Shall mean, any individual(s) or entity that Buyer or OCA has formally recognized as an individual or entity that works collaboratively and cooperatively as an agent in association with and on behalf of Buyer or OCA.
- Posted – Shall mean, documents, information, and audio or video files placed on the Sites.
- Products – Shall mean, a tangible and created work, ordinarily in the form of a document, tool, or template.
- Sale Transaction – Shall mean, offers and letters of intent to purchase, the sale, divestiture, lease, trade or disposition in the form of a merger, refunding, recapitalization, or a reorganization, conveyance, or capital infusion, or other corporate restructuring of a business, or a transfer of all or any portion of the assets or operations of a business, or of the Seller’s equity ownership of the business or assets used by the business, to: any person or entity, including but not limited to related or unrelated parties, corporations, partnerships, limited liability companies, existing partners, relatives, shareholders, an employee stock ownership plan, investors, or joint venture partners, with the intent of receiving economic benefit.
- Seller – Shall mean, any individual(s) or entity who owns a business and has expressed or purported to have an interest in contemplating the sale of the business.
- “Deal Coach” Seller – Shall mean a Seller who has entered a “FSBO – Deal Coach Seller Package Agreement” as a “Deal Coach” Seller.
- “FSBO” Seller – Shall mean a Seller who has entered a “FSBO – Deal Coach Seller Package Agreement” as a “FSBO” (For Sale By Owner) Seller.
- Services – Shall mean, any OCA assistance, or available OCA assistance intended for another party.
- Sites – Shall mean, websites owned or operated by OCA or OCA’s affiliates or their principals.
- Uploaded – Shall mean, documents, information, and audio or video files electronically transferred between two computers or electronic systems.