THE NATIONAL BUSINESS BROKERAGE INSTITUTE, LLC

These Terms of Service (“Terms”) govern the contractual relationship between:

The National Business Broker Institute, LLC, a company governed by the laws of the State of Florida, USA and having its registered office located at 1900 NW CORPORATE BLVD. Suite 110W BOCA RATON, FL 33431 (hereinafter referred to as “NBBI”, “we”, “our”, and “us”),

and

– each participant, individual, entity, user or visitor (collectively “you” or “your”) (i) accessing NBBI’s website located at https://businessbroker.org/ (hereinafter referred to as the “Website”), and/or (ii) using the Services (as defined under Section 2.1 of these Terms) via the E-Learning Platform (defined below).

You and NBBI shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.

Please read these Terms carefully before using the Website and Services (defined below). Your access to the Website and your use of the Services (defined below) are conditioned upon your acceptance of and compliance with these Terms.

  1. Acceptance and Modification of Terms

By accessing the Website and by using the Services (as defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (defined below), and (ii) refrain from accessing/using the Website and Services.

Your continued use of the Website and Services shall be deemed to constitute your acceptance of these Terms.

NBBI reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically so as to stay abreast of any changes to the Terms. Your continued access to the Website and use of the Services (defined below) following the posting of any changes to these Terms shall be subject to the newly modified Terms.

  1. Services

2.1 NBBI provides you, through the Website, with:

(i) an online third party learning platform (“E-Learning Platform”) which hosts a variety of NBBI’s proprietary self-paced and on-demand modules and a training course within the business brokering profession (collectively the “Online Course”); and
(ii) access to and remote attendance/use of the paid Online Course available on the E-Learning Platform and provided by NBBI to U.S. citizens and residents only,

(collectively the “Service(s)”).

2.2 Grant of License. NBBI grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to:

(i) access, use and remotely attend the Online Course on the E-Learning Platform, and
(ii) view the Online Course and any associated content,

for which you have paid all required Fees (as defined below) and solely for your internal business or personal use, non-commercial, and educational purposes.

All and any other uses of the Online Course are strictly prohibited. You shall not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any Online Course available on the E-Learning Platform unless NBBI grants you with express written permission to do so.

2.3 NBBI does not offer any guarantees with regards to the Online Course available on the E-Learning Platform. Therefore, you hereby acknowledge and agree that:

(i) the Online Course is a self-taught course;
(ii) you shall have access to the Online Course that you purchased on the E-Learning Platform for a period of ninety (90) calendar days from the date of your purchase in order to complete the Online Course;
(iii) you shall be solely and exclusively responsible for the choices you make with regards to the Online Course;
(iv) you shall be solely and exclusively responsible for any and all decisions, actions or inactions you may choose to take whilst accessing, using and remotely attending the Online Course;
(v) NBBI shall not be liable for any result or non-result or any consequences which may occur due to your access to and remote attendance/use of the Online Course;
(vi) NBBI does not guarantee that your participation and/or completion of the Online Course on the E-Learning Platform will result in any job opportunity or particular earning potential; and
(vii) the Online Course is intended for information and educational purposes only.

2.4 Completion of Online Course. NBBI provides you with a period of ninety (90) calendar days from the date your purchase of and registration to the Online Course has been accepted by NBBI. Upon expiry of the ninety (90) calendar day period, your access to the Online Course shall be revoked/cancelled by NBBI. You acknowledge and understand that once your registration and payment for the online Course has been accepted by NBBI, you shall not be entitled to a refund.

2.5 For the avoidance of doubt, you shall not (i) be granted any right to commercialise or otherwise sublicense, transfer, assign, and/or convey the Services, and (ii) permit any third party to use or copy the Services, in whole or in part, or any improvements thereto.

2.6 You acknowledge and agree that any and all payments you make to obtain access to the Services on the Website and E-Learning Platform, are for your internal business or personal use only. As such you shall not be permitted or authorized to share such Services, for which payment has been received by NBBI from you, with any unauthorized third party. Should NBBI reasonably suspect you, in its sole discretion, of partaking in any irregular activity/abuse to access the Online Course, we may block your use of the Services and terminate your access to the Website and E-Learning Platform in accordance with Section 12 (Suspension and Termination) of these Terms.

2.7 NBBI does not warrant or guarantee the accuracy or completeness of the Online Course and/or any information/content provided on the E-Learning Platform or through the Online Course. As such, your use of the Online Course on the E-Learning Platform, its content and any associated items obtained through the Website shall be at your sole risk. You assume full responsibility for actions you take following your use of the Online Course.

2.8 Certificate of Completion. Upon completion of the Online Course, you shall receive a certificate of completion by NBBI. You acknowledge and understand that such certificate of completion is not a substitute for any licensing and permitting prerequisite/obligation which may be required by current regulations applicable to your jurisdiction. As such, you shall be solely and elusively responsible for determining any and all licensing and permitting prerequisites/obligations you are required to have in order to provide business brokerage services in your jurisdiction.

2.9 You acknowledge and understand that NBBI is not an accredited university or learning institute. As such, you will not receive any college credits upon completion of the Online Course.

2.10 You may connect to the Services using any Internet browser on your laptop or desktop computer, and which is supported by the Services on the E-Learning Platform. You acknowledge that you shall solely be responsible for obtaining access to the Internet and the equipment necessary to use the Services.

2.11 The Online Course shall be provided to you by NBBI either via the E-Learning Platform or such other third party learning management platform selected by NBBI, or our third party independent partnering school (“Partner(s)”) from time to time.

2.12 You agree that by accessing the Online Course on third party platforms which may host the Online Course, you shall comply with such third party platform’s applicable terms of service and privacy policy.

2.13 The Services and any opinions, advice, statements or other information available on the Website, are provided for informational and educational purposes only. NBBI shall not be responsible and/or liable for (i) the accuracy, usefulness or availability of any information transmitted via the Website, E-Learning Platform and/or Services, and (ii) any business or personal decisions made by you which are based on any information made available to you on the Website, E-Learning Platform and/or Services.

2.14 You acknowledge that NBBI may, in its sole discretion at any time without notice and for any or no reason, add, change, suspend, remove or discontinue any or all part(s) of the Services and/or Website.

2.15 You agree to use the Website and access the Services for lawful purposes only. Therefore, you agree to not:

(i) use any material or information, including images or photographs, which are made available by NBBI through the Services in any manner that infringes NBBI’s or any third party’s copyright, trademark, patent, trade secret, or other proprietary right;
(ii) download, copy, record, distribute, reproduce, perform, display, sell or give away the Online Course provided by NBBI on the E-Learning Platform to any third party, as any such actions or practices are not only illegal but also strictly forbidden by NBBI;
(iii) falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained on the Website and Services made available to you;
(iv) use, download or otherwise copy, or provide (whether or not for a fee) to an individual or entity any directory of users of the Services, any information and/or any portion thereof;
(v) violate any applicable laws or regulations; and/or
(vi) use the Services and Website for any unauthorized commercial purposes.

2.16 Support Services. NBBI shall provide you with support services via email at support@businessbroker.org in order to address any queries and concerns you may have pertaining to the Services as well as to any payment/account issue. We shall endeavor to resolve any queries and concerns you may have within seven (7) business days from the date you first logged the issue with us.

  1. User Registration, Login Credentials and Security

3.1 In order to use the Services, you must first register with NBBI through our online registration process, by providing all required information which shall include but not be limited to your full name and email address. An account shall thereafter be opened by NBBI, in its sole discretion, for you on the Website and/or E-Learning Platform (“User Account”).

3.2 Each User Account is personal, non-transferable and may only be registered and used by one (1) single individual/entity. You may not access any third party’s account or authorize any third party to access your User Account and use the Services on your behalf. You acknowledge and agree that NBBI may, in its sole discretion, deny you access to its Website and/or Services for any reason or no reason at all.

3.3 Where a registered user is a legal entity, the natural person (you) registering the User Account on behalf of such legal entity warrants that you have the legal capacity and power to (i) act on behalf of and represent such legal entity, (ii) proceed with the registration of the legal entity and creation of its User Account on the Website, (iii) accept these Terms on its behalf, and (iv) make payment of the Online Course for and on behalf of such legal entity.

3.4 You agree to (i) provide true, accurate, current and complete information about yourself as prompted by NBBI’s registration process on the Website, and (ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times. If you provide any information to NBBI that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may close your User Account on the Website and deny you the ability to access and use the Services. You agree to hold NBBI harmless and bear full responsibility for all damages accrued by NBBI in the event of any violation of the obligations provided under this Section 3.4.

3.5 You may indicate, during the registration process, to NBBI your User Account’s username (which shall be your registered email address) and your choice of password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify NBBI immediately of any unauthorized use of your User Account or any other breach of security. NBBI shall not be liable for any loss that you may incur as a result of any third-party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by NBBI due to any third-party using your Login Credentials and/or User Account. You acknowledge and agree that you may not (a) use the User Account of another user registered on the Website, and further acknowledge that User Accounts are for use by one user only, and (b) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Services on the E-Learning Platform.

3.6 Deletion of User Account. Should you wish to delete your User Account, you may email NBBI at support@businessbroker.org with your request to delete your User Account. Following such request, NBBI will permanently delete your User Account, as well as any data contained in the User Account, within thirty (30) calendar days from the submission of your deletion request. You acknowledge and agree that by submitting a request to delete your User Account, you will no longer be able to access the Online Course. NBBI shall not be liable for any damages caused from such deletion of your User Account. The provisions of Section 12 (Suspension and Termination) shall also apply in case of the deletion of your User Account.

3.7 Age Restriction. You must be at least 18 years of age to create a User Account on the E-Learning Platform and to use the Services. If you are younger than 18, but above the required legal age for consent to use online services in the place where you live (i.e., 13 years in the USA) we encourage you to invite a parent or legal guardian to assist you in registering your User Account on the E-Learning Platform and using the Services. If you are below the legal age of consent to use online services, you cannot create a User Account or use the Services. Should NBBI discover that you have violated any provision under this Section 3.7, we will terminate your User Account, in our sole discretion.

  1. Fees, Payment and Taxes

4.1 In consideration of the Services provided by NBBI to you, NBBI or our Partners shall immediately collect from you, a one-off fee (“Fee(s)”) for the Online Course you select, and prior to the commencement of such Online Course.

4.2 A valid payment method, including credit card, debit card, electronic transfer, electronic check, physical check, or such other payment method as requested by our Partners, is required to process the payment for your selected Online Course. If payment is made via credit or debit card, you authorize NBBI and our Partners to charge the Fees to your credit or debit card.

4.3 You shall be responsible for providing NBBI and our Partners with true, current, complete and accurate billing and contact information and for notifying us of any changes to such information.

4.4 You warrant that you are authorized to use your chosen payment method to purchase the Services.

4.5 You acknowledge and agree that the Fees for your selected paid Online Course shall be (i) quoted and payable in U.S. Dollars (USD); (ii) payable on time; and (iii) non-refundable.

4.6 NBBI does not guarantee that the Services offered on the Website will be offered indefinitely and reserves the right to change the Fees and Services, and to alter the features and options associated with any particular Online Course.

4.7 Taxes. Unless stated otherwise on the Website or under these Terms, all fees due for your use of and access to the Website, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). You shall be responsible for the payment of any and all Taxes (except for those based on NBBI’s income) associated with the Services on the Website. You hereby indemnify and hold NBBI harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If NBBI is under a legal obligation to pay or collect Taxes for which you are responsible under this Section 4.7, the applicable amount shall be invoiced to and paid by you unless you provide NBBI with a valid tax exemption certificate from the applicable taxing authority.

  1. Acceptable Use of the Website and E-Learning Platform

5.1 You may not use the Website and E-Learning Platform to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation, (ii) in a manner that infringes upon NBBI’s Intellectual Property Rights (as defined below) or upon any third-party’s intellectual property rights, (iii) in a manner that violates the privacy or other personal rights of third parties, (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that (a) is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incites, encourages or threatens immediate physical harm against another including, but not limited to content (1) promoting racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (2) soliciting personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.

5.2 When accessing the Website and E-Learning Platform, you shall be prohibited from:

(i) using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website and E-Learning Platform;
(ii) taking any action that imposes an unreasonable or disproportionately large data load on the Website’s and E-Learning Platform’s infrastructure;
(iii) copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website and/or E-Learning Platform without NBBI prior written consent;
(iv) accessing, tampering with, or use non-public areas of the Website and/or E-Learning Platform of NBBI’s computer systems and/or of its third-party providers’ technical delivery systems; 
(v) probing, scanning, or testing the vulnerability of any of NBBI’s system or network or breach or circumvent any of NBBI’s security or authentication measures; 
(vi) accessing, searching or attempting to access or search the Website and/or E-Learning Platform (by any means other than through NBBI’s currently available, published interfaces that are provided by NBBI, unless You has been specifically allowed to do so in a separate agreement with NBBI; 
(vii) reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website and/or E-Learning Platform or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(viii) attempting to access any area of the Website and/or E-Learning Platform to which access is not authorized;
(ix) using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website and/or E-Learning Platform;
(x) conducting any systematic or automated data collection activities on or in relation to the Website and/or E-Learning Platform, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without NBBI’s prior written consent;
(xi) using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website and/or E-Learning Platform;
(xii) disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Website and/or E-Learning Platform;
(xiii) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment; 
(xiv) intentionally or unintentionally violating any local, state, federal, national or international law, in addition to any rules of any nation or other securities exchange, and any regulations having the force of law;
(xv) impersonating any other person or entity, sell your profile, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity; and/or
(xvi) collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

  1. Representations and Warranties

You hereby represent and warrant that your access to the Website, E-Learning Platform and your use of the Services will:

(i) be in accordance with these Terms;
(ii) comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, and the transmission of technical data);
(iii) not be for any unlawful purposes;
(iv) not entail, imply or give rise to the publication of any illegal content;
(v) not further any illegal activities;
(vi) not infringe upon or misappropriate any NBBI’s Intellectual Property Rights (defined below) or any third party’s intellectual property rights;
(vii) will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third party; and
(viii) not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.

  1. Disclaimer of Warranties

7.1 Unless otherwise provided under these Terms, the Services (including the Online Course) shall be provided to you by NBBI via the third party E-Learning Platform “AS IS” and “as available” with all faults, defects, bugs, and errors.

7.2 NBBI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE WEBSITE AND E-LEARNING PLATFORM, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION. SUCH EXCLUSIONS OF IMPLIED WARRANTIES APPLY WITHIN THE EXTENT PERMITTED BY LAW.

7.3 NBBI AND/OR ITS GROUP AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITE, E-LEARNING PLATFORM AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE, E-LEARNING PLATFORM AND SERVICES FOR ANY PURPOSE. NBBI AND/OR ITS GROUP AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE, E-LEARNING PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

7.4 YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE, E-LEARNING PLATFORM AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.

7.5 NEITHER NBBI NOR ITS GROUP AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITE, E-LEARNING PLATFORM AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.

7.6 NBBI PROVIDES YOU WITH THE SERVICES ON THE WEBSITE AND E-LEARNING PLATFORM IN GOOD FAITH AND AS SUCH MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) YOUR ACCESS TO OR USE OF THE WEBSITE, E-LEARNING PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) ANY DEFECTS ON THE WEBSITE, E-LEARNING PLATFORM AND/OR SERVICES WILL BE CORRECTED, OR (IV) THE WEBSITE AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

7.7 THE INFORMATION FOUND ON THE WEBSITE, E-LEARNING PLATFORM AND WITHIN THE ONLINE COURSES ARE FOR INFORMATIONAL PURPOSES ONLY. NBBI WILL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF YOUR USE OF SUCH INFORMATION. ALL INFORMATION AND CONTENT ON THE WEBSITE, E-LEARNING PLATFORM AND ONLINE COURSE IS COPYRIGHTED, AND MAY NOT BE REPUBLISHED, COPIED, SOLD OR POSTED ANYWHERE ONLINE OR IN PRINT. NBBI RESERVES THE RIGHT TO TAKE THE NECESSARY LEGAL ACTION TO PREVENT YOU FROM (RE)-PUBLISHING, COPYING, SELLING, POSTING OR PRINTING ANY COPYRIGHTED INFORMATION AND CONTENT AVAILABLE ON THE WEBSITE, E-LEARNING PLATFORM AND ONLINE COURSE.

7.8 NBBI DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS OR PROFITS WILL BE OBTAINED BY YOU AS A RESULT OF USING THE WEBSITE, E-LEARNING PLATFORM AND SERVICES. AS SUCH, NBBI WILL NOT BE LIABLE FOR ANY FAILURE, OR ANY LOSS OR DAMAGES INCURRED/SUSTAINED BY YOU AS A RESULT OF YOUR USE OR INABILITY TO USE THE WEBSITE, E-LEARNING PLATFORM AND SERVICES.

7.9 NBBI ALSO MAKES NO WARRANTY ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THE WEBSITE, E-LEARNING PLATFORM OR ANY ONLINE COURSES OR CONTENT, OR THAT ANY PARTICULAR COURSES OR CONTENT WILL CONTINUE TO BE MADE AVAILABLE ON THE WEBSITE AND E-LEARNING PLATFORM.

7.10 YOUR ACCESS TO OR DOWNLOAD OF INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE AND E-LEANING PLATFORM OR ANY THIRD PARTY WEBSITES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH INFORMATION, MATERIALS OR DATA.

  1. Intellectual Property

8.1 All content, the Online Course, videos, tests, images, instructional materials, trademarks, third-party logos and names, data, software, or information contained in any materials, or documents used by NBBI on the Website and E-Learning Platform or as part of the provision of the Services to you, including, but not limited to, any and all copyrighted works, databases, text, tools, software, technology, algorithms, graphics, icons, designs, logos, hyperlinks, domain names, codes, and agreements (“Materials”), are the sole and exclusive property of or are licensed to NBBI and as such all updates and modifications to the Materials on the Website or E-Learning Platform will vest in us or our licensors. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without our prior written permission.

8.2 Any and all intellectual property rights in the Materials, Website and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“NBBI’s Intellectual Property Right(s)”), vests solely and exclusively in NBBI, its group affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by NBBI to you are reserved by NBBI. Save as expressly set out herein, you shall not acquire any right, title or interest in NBBI’s Intellectual Property Rights.

  1. Indemnification

9.1 You agree to indemnify and hold harmless NBBI from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Service(s); and/or (iii) your infringement of NBBI’s Intellectual Property Rights. NBBI shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of NBBI. “Negligence” shall mean gross negligence or intentional misconduct.

9.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.

  1. Limitation of Liability

10.1 NBBI, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE AND/OR FROM YOUR USE OF THE SERVICES, EVEN IF NBBI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 WHILE NBBI TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, NBBI AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE AND/OR THROUGH YOUR USE OF THE SERVICES.

10.3 YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. NBBI SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY OR COMPLIANCE WITH APPLICABLE LAWS OF THE SERVICES IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.

10.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NBBI, ITS AFFILIATES (IF ANY), ITS LICENSORS AND ITS VENDORS AS WELL AS THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, AND IF FOUND LIABLE, SUCH LIABILITY SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED UNITED STATES DOLLARS ($100.00).

  1. Privacy Policy

NBBI’s Privacy Policy, available at https://businessbroker.org/privacy-policy, governs the use, storage and processing of the personal information you may provide to NBBI through your access to the Website, E-Learning Platform, and/or through your use of the Services. Your election to use the Services via the E-Learning Platform shall be deemed to constitute your acceptance of the terms of NBBI’s Privacy Policy.

  1. Suspension and Termination

12.1 NBBI may suspend or temporarily disable access to all or part of the Website, E-Learning Platform, User Account, or Services if (i) NBBI suspects you of partaking in any illegal activity; (ii) NBBI reasonably believes that you have violated these Terms; (iii) you have not accessed the E-Learning Platform and Online Course within ninety (90) calendar days from the date of purchase of the Online Course; (iv) applicable law enforcement or other government agencies have requested NBBI to suspend or temporarily disable your access to the Website, E-Learning Platform and/or Services; or (v) NBBI determines, in its sole discretion, that such suspension/cancellation of your access to the Website, E-Learning Platform, User Account or Services is necessary, and for any reason or no reason at all, and without notice to you.

12.2 If NBBI breaches any of its obligations under these Terms, you may terminate these Terms and close your User Account. Upon, your termination of these Terms and closing of your User Account, NBBI may (i) block your access to all of the Website and E-Learning Platform, (ii) block your use of the Services, (iii) disable your User Account, and (iv) delete all of your data in your User Account, including but not limited to your full name, email address and password.

  1. No Partnership or Employment Status

You acknowledge that NBBI is merely a service provider that provides the Services through the E-Learning Platform for you to access the Online Course. Accordingly, there is no employment, joint venture, or partnership relationship between you and NBBI.

NBBI does not and shall not be required to assume, and expressly disclaims, any obligations or liabilities that could arise from or relate to an employment relationship (between you and NBBI), including, but not limited to, any obligations or liabilities relating to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations.

  1. Governing Law and Jurisdiction

In the event of any disagreement between the Parties with respect to the interpretation and implementation of any aspect of these Terms, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings against each other.

These Terms shall be governed by the laws of the State of Florida, USA. You expressly understand and agree to submit to the exclusive jurisdiction of the American Arbitration Association in Broward County, Florida, USA. You agree that in respect of any dispute arising upon, over or in respect of any of the terms and conditions of these Terms, only the American Arbitration Association in Broward County, Florida, USA shall have jurisdiction to try and adjudicate such dispute to the exclusion of the U.S. court system.

  1. General Provisions

15.1 Non-Exclusivity. These Terms do not create an exclusive relationship between the Parties. NBBI is free to engage with other clients and to provide the same or similar Services as provided by NBBI to you under these Terms. You shall be entitled to solicit and engage with other third-party entities/companies in order to obtain and access same or similar services and/or products.

15.2 Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render the remaining provisions of these Terms unenforceable or invalid, and, in such event, such remaining provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision(s).

15.3 No Waiver. Each Party agrees that any delay or omission on the part of the other Party to exercise any right, power or remedy under these Terms will not automatically operate as a waiver of such right, power or remedy or any other right, power or remedy and no waiver will be effective unless it is in writing and signed by the waiving Party. Further the waiver or the single or partial exercise of any right, power or remedy by either Party hereunder on one occasion will not be construed as a bar to a waiver of any successive or other right, power or remedy on any other occasion.

15.4 No Assignment. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by you, whether voluntarily or by operation of law, without the prior written consent of NBBI. Subject to the foregoing, these Terms will be binding upon and will insure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of the foregoing shall be null and void.

15.5 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to support@businessbroker.org.

15.6 Entire Agreement. These Terms represent the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.

  1. Contact Information

Should you have any questions concerning these Terms and/or any issues or concerns about the Website, E-Learning Platform and/or Services you may contact NBBI at support@businessbroker.org.

Effective Date: January 21, 2022