Marketplace Agreement

Marketplace Agreement

This Marketplace Agreement (“Agreement”) is entered into as of the date of access by Practice Depot, LLC (“Provider”), an Arizona Limited Liability Company with principal offices in Arizona, and any individual or entity (referred to herein as “Member”) that registers, lists practices/businesses for sale, or otherwise accesses or interacts with the Practice Depot, LLC website, practicedepot.com (the “Website”). This Agreement in conjunction with our Terms and Conditions, establishes the terms and conditions governing Member’s access to and use of the Website. By accessing or using the Website, Member agrees to comply with the terms of this Agreement as well as all applicable laws and regulations.

  1. Definitions: i) Member: Any individual, business entity, or organization that accesses, registers, interacts with, or otherwise uses the Website for any purpose, including but not limited to Users, Buyers, and Sellers, as defined herein, ii) User: Any Member who accesses the Website without registering an account and without listing or purchasing equipment, solely for browsing or informational purposes, iii) Buyer: A registered Member who, directly or indirectly, engages with Sellers for the purpose of browsing, negotiating, or purchasing a practice/business listed on the Website, and iv) Seller: A registered Member who lists or advertises a practice/business for sale on the Website.
  2. Grant of License and Use of Website

2.1 Limited License: Subject to the terms and conditions of this Agreement, Provider grants Member a limited, non-exclusive, non-transferable, revocable, and restricted license to access and use the Website solely for the purpose of browsing, listing, or purchasing a practice/business in compliance with all terms of this Agreement. This license does not convey any rights of ownership, and all access is governed exclusively by the conditions of this Agreement.

2.2 Intellectual Property Ownership: All rights, title, and interest in and to the Website, including but not limited to trademarks, copyrights, logos, designs, and proprietary software, are and shall remain the sole property of Provider. Nothing in this Agreement shall constitute a transfer or assignment of any intellectual property rights in the Website to Member. Member agrees that any unauthorized use, reproduction, or distribution of Website content constitutes a violation of applicable copyright and intellectual property laws and is strictly prohibited.

  1. Marketplace Disclaimer

3.1 Independent Third-Party Transactions: Provider acts solely as a facilitator of a virtual marketplace platform and shall not, under any circumstances, be considered a party to any transaction, agreement, or contract between Buyers and Sellers. Member acknowledges that all communications, interactions, and transactions between Buyers and Sellers are conducted exclusively between the respective parties, with no involvement, oversight, or endorsement by Provider.

3.2 Disclaimer of Responsibility and Liability: Provider expressly disclaims any liability, direct or indirect, for any disputes, claims, demands, losses, or damages arising out of or in connection with any transaction, agreement, or interaction conducted between Members. Member hereby waives any right to hold Provider responsible for the conduct, performance, or representations of other Members or for the accuracy, reliability, or legality of information provided by other Members.

  1. Indemnification

4.1 Member’s Duty to Indemnify and Defend: Member agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless Provider, its affiliates, subsidiaries, officers, directors, agents, employees, and representatives from and against any and all claims, demands, causes of action, damages, liabilities, judgments, losses, and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to (i) any transaction or interaction conducted by Member on the Website, (ii) Member’s use of the Website, (iii) any breach of this Agreement, or (iv) any violation of law or rights of any third party by Member.

4.2 Limitation of Liability: Under no circumstances shall Provider’s total liability to Member for any cause whatsoever and regardless of the form of action, whether in contract, tort, or otherwise, exceed the total fees paid by Member to Provider within the twelve (12) months preceding the claim. This limitation of liability shall apply to the fullest extent permitted by law.

  1. Member Representations and Warranties

5.1 Truthful and Accurate Information: Member represents and warrants that all information, data, and content provided on the Website, including but not limited to product descriptions, business details, and identity, is truthful, accurate, complete, and not misleading. Any falsification, misrepresentation, or fraud by Member may result in immediate termination of this Agreement and potential legal action, including prosecution to the fullest extent permissible under law.

5.2 Compliance with Legal Obligations: Member agrees to abide by all applicable federal, state, and local laws, statutes, regulations, and ordinances, including but not limited to the Gramm-Leach-Bliley Act, the Telemarketing and Consumer Fraud Act, and the Telephone Consumer Protection Act. Member is solely responsible for ensuring that their actions on the Website comply with all applicable legal and regulatory requirements.

  1. Fees, Payments, and Refunds

6.1 Payment Obligations: All listing fees are due in full at the time of checkout. Payments for monthly listings are non-refundable. Annual listings canceled prior to the term’s expiration will be prorated based on the standard monthly rate and subject to a $50 processing fee. Member agrees that Provider is not obligated to issue any refund for services rendered except as required by applicable law.

6.2 Fee Structure and Taxes: Fees are assessed based on Member’s selected subscription plan. All fees are exclusive of applicable federal, state, and local taxes, which are the sole responsibility of the Member.

  1. Website Availability and Disclaimer

7.1 No Guarantee of Continuous Availability: Provider makes no guarantee or warranty regarding the availability, functionality, or uninterrupted operation of the Website. Provider shall not be held liable for any unavailability, delay, or downtime caused by factors beyond its control, including but not limited to technical failures, server maintenance, and third-party hosting provider issues.

7.2 No Refunds for Downtime: Member agrees that no refunds or credits shall be issued for any Website interruptions, outages, or failures, except as may be required by applicable law.

  1. Proprietary Rights and Copyright

8.1 Ownership of Member-Provided Content: Members retain ownership of any intellectual property rights in the content they post. Provider does not claim ownership of Member-provided content. However, Provider shall not be responsible for enforcing any intellectual property rights on behalf of any Member.

8.2 License to Provider: By posting or submitting content on the Website, Member grants Provider an irrevocable, royalty-free, non-exclusive, sublicensable, worldwide license to use, reproduce, display, distribute, and otherwise exploit the content for the purpose of operating, marketing, and promoting the Website and Provider’s business.

  1. Privacy and Data Collection

9.1 Privacy Policy Adherence: Provider’s handling of Member information and data is governed by its Privacy Policy and California Privacy Rights Policy. Member acknowledges and agrees that Provider may collect, process, and store information in accordance with its privacy policies.

9.2 Data Usage and Marketing: Provider reserves the right to collect and analyze Website interaction data and to use this data in anonymized form for business and marketing purposes. Member consents to the sharing of aggregated or anonymized data with third-party advertisers.

  1. Confidentiality and Public Posting

10.1 Responsibility for Public Posting: Member acknowledges that all content posted on the Website is public. Provider disclaims any responsibility for the unauthorized use, distribution, or reproduction of publicly available content by third parties.

10.2 Confidential Information: Provider does not assume any responsibility for maintaining the confidentiality of information that Member posts on the Website. Members should not post any proprietary or confidential information.

  1. Disclaimers and Limitation of Liability

11.1 DISCLAIMER OF WARRANTIES.  THE CONTENTS OF THIS WEBSITE ARE PROVIDED “AS IS,” AND THE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE WEBSITE OR ITS CONTENTS.  THE PROVIDER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPLETENESS, AND NON-INFRINGEMENT.

11.2 DISCLAIMER OF ACCURACY.  THE PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE ON THIS WEBSITE IS ACCURATE, COMPLETE OR CURRENT.  THIS WEBSITE MAY CONTAIN TYPOGRAPHICAL ERRORS, MISCATALOGUED INFORMATION, OR TECHNICAL INACCURACIES.  ADDITIONALLY, THIS WEBSITE MAY CONTAIN INFORMATION PROVIDED BY THIRD PARTIES.  THE PROVIDER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TRUTH, QUALITY, SUITABILITY OR RELIABILITY OF SUCH INFORMATION, NOR IS IT RESPONSIBLE FOR ANY ERRORS, OMISSIONS, OR INACCURACIES CONTAINED IN SUCH INFORMATION. THE PROVIDER RESERVES THE RIGHT TO CHANGE OR DELETE ITS CONTENT OR ANY PART THEREOF WITHOUT NOTICE, INCLUDING ANY PRICING OR AVAILABILITY INFORMATION.  BEFORE YOU USE ANY SUCH CONTENT PROVIDED ON THIS WEBSITE OR ANY AFFILIATED WEBSITE, IT IS HIGHLY ENCOURAGED TO CONTACT THE OWNER OF THE INFORMATION OR AN INDEPENDENT PROFESSIONAL TO CONFIRM THE INFORMATION PROVIDED IS BEING REPRESENTED ACCURATELY.

11.3 LIMITATION ON LIABILITY.  NEITHER THE PROVIDER NOR ANY OF ITS AFFILIATES, MEMBERS, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR OPERATION OF THIS WEBSITE OR ANY INFORMATION, PRODUCTS OR SERVICES CONTAINED HEREIN, INCLUDING THE MATERIALS.  THIS LIMITATION OF LIABILITY APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, AND CLAIMS OF THIRD PARTIES. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA OR EQUIPMENT USED IN CONNECTION WITH THIS WEBSITE AND AGREE NOT TO MAKE ANY CLAIM AGAINST THE PROVIDER FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, LOST PROFITS, OR OTHER DAMAGES.

  1. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect, with the severed provision modified to the extent necessary to achieve its intended purpose.

 

 

  1. Assignment

13.1 Non-Assignable by Member: Member may not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement without prior written consent from Provider.

13.2 Assignment by Provider: Provider reserves the right to assign or transfer this Agreement to any successor, affiliate, or third party in the event of a merger, sale, acquisition, or other business reorganization, without Member’s prior consent.

  1. Force Majeure: Provider shall not be held liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, war, government actions, acts of terrorism, labor strikes, internet failures, or technical issues. Provider shall use commercially reasonable efforts to resume performance as soon as possible following any force majeure event.
  2. Arbitration: All claims, disputes, and controversies arising out of or related to this Agreement, including any question regarding its existence, interpretation, performance, validity, or termination, shall first be subject to binding arbitration as the exclusive means of dispute resolution, except for claims seeking injunctive relief or other equitable remedies. Prior to initiating arbitration, the Party making a claim (“Claimant”) shall provide the other Party (“Respondent”) with written notice of the claim, describing the nature of the dispute and any requested relief. Upon receipt of such notice, the Respondent shall have 60 days from the date of receipt to address or remedy the claim. The notice shall be sent via certified mail to the Respondent’s principal place of business or another address designated by the Respondent. If the Parties are unable to resolve the claim within the specified period, the claim shall be submitted to arbitration administered by the American Arbitration Association (AAA) or another mutually agreed-upon arbitration provider. The arbitration shall be conducted in accordance with the AAA Commercial Arbitration Rules or the rules of the selected provider. This arbitration agreement and any arbitration conducted hereunder shall be governed by and interpreted under the laws of the State of Arizona. The arbitration shall take place in Phoenix, Arizona, unless otherwise agreed upon by the Parties.
  3. Governing Law and Venue

16.1 Governing Law: This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict of law principles.

16.2 Venue and Jurisdiction: Any disputes arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Arizona. Member irrevocably consents to the jurisdiction of such courts.

  1. Amendments: Provider reserves the right to modify or amend this Agreement at its sole discretion, with or without prior notice. Member’s continued use of the Website constitutes acceptance of any amended terms.
  2. Acceptance of Terms: By accessing, registering, listing, or interacting on the Website, Member acknowledges and agrees to be bound by the terms and conditions of this Agreement, as well as Provider’s Terms and Conditions, Privacy Policy, California Privacy Rights Policy, and Zero-Tolerance Policy.