Effective Date: March 3, 2026
These Terms of Service ("Terms") govern your use of the Town Square Trades website and Auto Price tool located at townsquaretrades.ai (the "Site"), operated by Town Square Trades LLC, a Delaware limited liability company ("TST," "we," "us," or "our"). By accessing or using the Site, including by submitting information through the Auto Price form, you ("you" or "Seller") agree to be bound by these Terms.
The Auto Price tool generates a preliminary, non-binding indicative range ("Indicative Offer") based solely on the unverified information you provide. The Indicative Offer is not an offer to purchase, a letter of intent, a commitment to transact, or a binding agreement of any kind.
TST reserves the right, in its sole and absolute discretion, to adjust, modify, increase, decrease, or withdraw any Indicative Offer at any time, for any reason, without notice or liability. No Indicative Offer shall create any obligation on the part of TST to proceed with any transaction, negotiate in good faith, or refrain from pursuing alternative transactions.
A binding obligation to purchase shall arise only upon the execution of a definitive purchase agreement signed by both parties, following the satisfactory completion of due diligence at TST's sole discretion.
You represent and warrant that all information provided through the Auto Price form, including but not limited to annual revenue, EBITDA, and documentation availability, is true, accurate, and complete to the best of your knowledge. You acknowledge that:
Any transaction contemplated by an Indicative Offer is expressly conditioned upon TST's completion of due diligence satisfactory to TST in its sole discretion. The due diligence process may include, without limitation, verification of financial statements, tax returns, bank records, customer contracts, accounts receivable, payroll records, and any other materials TST deems relevant. TST may terminate discussions at any point during or after the due diligence process without liability.
Nothing on this Site, and no communication from TST, shall be construed as financial, legal, tax, or business advice. TST is not acting as your advisor, broker, agent, or fiduciary. You are solely responsible for obtaining independent professional advice regarding any potential transaction. TST recommends that you consult with qualified legal, tax, and financial advisors before entering into any transaction.
TST will treat information submitted through the Auto Price form as confidential business information and will not disclose it to unaffiliated third parties except as necessary to evaluate a potential transaction (including to TST's advisors, lenders, and affiliates), as required by applicable law, or with your prior written consent. TST's confidentiality obligations under this section shall survive termination of discussions.
Notwithstanding the foregoing, TST's confidentiality obligations shall not apply to information that is or becomes publicly available through no fault of TST, was already known to TST prior to your disclosure, or is independently developed by TST without reference to your information.
Submission of information through the Auto Price form does not create an exclusive relationship between you and TST. TST is free to pursue, evaluate, and consummate transactions with other parties, including businesses that may compete with yours, without restriction or obligation to you.
To the maximum extent permitted by applicable law, TST and its members, managers, officers, employees, agents, and affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of the Site or the Auto Price tool, any Indicative Offer, the failure to consummate any transaction, or any reliance on information provided by TST.
Without limiting the foregoing, TST shall have no liability for any damages arising from: your decision to sell or not sell your business based on an Indicative Offer; changes in market conditions between the date of an Indicative Offer and any potential closing; the failure of any party to obtain necessary financing, approvals, or consents; or any other cause beyond TST's reasonable control.
You agree to indemnify, defend, and hold harmless TST and its members, managers, officers, employees, agents, and affiliates from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: any breach of these Terms; any misrepresentation or inaccuracy in information you provide; or your use of the Site.
All content on the Site, including text, graphics, logos, trademarks, and software, is the property of TST or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any content on the Site without TST's prior written consent.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Site shall be resolved exclusively in the state or federal courts located in New Castle County, Delaware, and you consent to the personal jurisdiction of such courts.
TST reserves the right to modify these Terms at any time. Changes will be effective upon posting to the Site. Your continued use of the Site following any modification constitutes acceptance of the revised Terms.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
These Terms constitute the entire agreement between you and TST regarding your use of the Site and the Auto Price tool, and supersede all prior or contemporaneous communications, whether oral or written.
For questions about these Terms, contact us at Trade@Townsquaretrades.ai.