1. Eligibility; Authority.
The individual or entity whose name is set forth in the BurialLink registration process represents and warrants to BurialLink that: (i) they have the full right, power, and authority to enter into this Agreement on behalf of them and create a binding obligation on themself; (ii) the execution and delivery of this Agreement has been fully authorized by such individual or entity; (iii) they have not previously been terminated from using the Services for violating any agreement with BurialLink; and (iv) all information provided by them is complete, accurate, and up-to-date.
2. Your Materials; License.
2.1. Your Materials. You are solely responsible for: (a) all materials submitted to BurialLink for inclusion in your cemetery property listing or profile description or for use in connection with the Services, including property listings, property details, videos, information, URLs, contact information, and photos, whether or not created originally by You ("Your Content"); and (b) all websites and content linked, or otherwise referenced, in Your Content (the "Linked Content" and together with Your Content, the "Your Materials").
2.2. License. You hereby grant to BurialLink a royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable right and license to copy, modify, display, distribute, perform, create derivative works from, store and otherwise use and exploit, all Your Content, in any form through any media, software, or technology, in connection with: (a) providing You the Services; and (b) distributing Your Content on or in connection with the websites and other properties owned, operated, or powered by BurialLink (including its subsidiaries) (the "BurialLink Properties") or through its authorized partners and licensees (together with the BurialLink Properties, the "BurialLink Network"). BurialLink makes no claim to any ownership interest in Your Content obtained from You under this Agreement, and no ownership rights will be transferred under this Agreement.
2.3. Representation and Warranties. You represent and warrants to BurialLink that: (a) You hold all ownership rights, including all applicable intellectual property rights, in Your Content necessary to grant BurialLink the license in Section 2.2 and Your Content will not violate any third party rights; (b) Your Content, and Your use of the Services, do not violate, facilitate, or encourage violation of any applicable law, and You will not discriminate in the purchase or sale of any startup on the basis of any protected class under applicable laws; and (c) Your Content is not obscene, defamatory, disparaging, deceptive, profane, or indecent.
2.4. Display; Listing Quality. BurialLink will have the sole right to determine the placement and location of all or any portion of Your Content on the BurialLink Marketplace. You will provide BurialLink with all Your Content necessary for BurialLink to provide the Services within 30 days of Your registration on the BurialLink Marketplace, and will continue to provide all Your Content necessary to perform the Services for the duration of this Agreement. You are responsible for promptly updating its Your Content and contact information as necessary, including updating any changes to your profile or listing regarding availability, pricing, or content. BurialLink may send notice to You, as described in Section 14.5 below, requiring You to resolve any issues related to Your Content, including errors in the Your Content or Your Content that violates this Agreement. For clarity, BurialLink has the right, in its sole discretion, to remove or modify the Your Materials for any reason, including format, spelling, or other matters of presentation, or if BurialLink believes the Your Materials violate this Agreement. You grant BurialLink permission to utilize an automated software program to retrieve and analyze websites associated with the listed startup for quality and service purposes. You hereby authorize BurialLink to modify Your Materials for listing and presentation purposes on the BurialLink Marketplace.
3. Prohibited Uses.
4. Account Suspension or Termination
You may end your legal agreement with BurialLink at any time by deactivating your account(s) and discontinuing your use of the Services.
If we have determined that you have breached any terms of this Agreement or any other of our terms or policies, we may suspend or permanently disable your account. In any case, We reserve the right to update, suspend, discontinue any Services, to remove You as a registered buyer, seller, or otherwise terminate or suspend your account(s) with us at any time, for any reason, with or without cause and in our sole discretion.
5. What BurialLink Does
5.1 BurialLink's Services. BurialLink facilitates an online marketplace that connects sellers of cemetery property to potential buyers of cemetery property (the "BurialLink Marketplace"). Its subsidiary, BurialLink Brokerage Services, Inc., facilitates an online directory of Transaction professionals and advisors (the "Transaction Advisor Directory", and each professional and advisor, an "Advisor") that You can engage with in order to help You buy or sell a startup on the BurialLink Marketplace.
You are not required in any way to engage with any Advisor on the Transaction Advisor Directory. By accepting this Agreement, you are NOT obligating or committing yourself to engage with any Advisor on the Transaction Advisor Directory.
5.2 Transaction Advisor Directory Compensation Disclosure. BurialLink has entered into written agreements with each Advisor on the Transaction Advisor Directory under which BurialLink may take a certain percentage of the professional services fees or other form of payment--depending on the type of Advisor and to the extent permitted by state and federal laws, rules, and regulations--charged by an Advisor that You engage with in the Transaction Advisor Directory as a referral fee for connecting You and such Advisor on the Transaction Advisor Directory. By accepting the Agreement, you hereby agree and acknowledge that BurialLink has disclosed such referral fee arrangement to you and that you consent to the same.
5.3 Partner Compensation Disclosure. In some instances, We may give you the option to finance the purchase of property on the BurialLink Marketplace, or otherwise assist you in the purchase or sale of property on the BurialLink Marketplace, by using one of our trusted partners. In some instances in which You use one of these partners for financing your acquisition, the partner may pay a referral fee of some amount to BurialLink in consideration of the introduction.
By accepting the Agreement, you hereby agree and acknowledge that BurialLink has disclosed such referral fee arrangement to you and that you consent to the same.
6. What BurialLink does NOT do
BurialLink strives to connect the highest quality buyer and sellers in order to further its mission of becoming the most efficient cemetery property acquisition marketplace in the world. However, BurialLink DOES NOT engage in, or IS NOT, now or at any time in the future, any of the following:
6.1 BurialLink does not represent You in any fiduciary, agent, attorney-client, or any other capacity whatsoever and your use of the Services does NOT create, by implication or otherwise and without limitation, any fiduciary duty, attorney-client relationship, representation, or any other sort of professional relationship or representation whatsoever. BurialLink is NOT and does not hold itself out to be your attorney, fiduciary, agent, or any sort of other representative, professional or otherwise.
6.2 BurialLink is not a law firm and the Services do not constitute legal advice, nor does BurialLink intend for the Services to constitute legal advice. BurialLink will never provide legal advice or legal analysis to You. BurialLink is not qualified to provide legal advice or legal analysis to You. Any information that BurialLink or its employees or independent contractors provide regarding transactions is for informational purposes only and is NOT legal advice or legal analysis and should not be interpreted or treated as such.
6.3 BurialLink does not broker or transact any of the transactions on BurialLink Marketplace. BurialLink does NOT act as a business broker, investment banker, M&A advisor, business transfer agent, intermediary, or any other sort of professional engaging in the purchase and sale of cemetery property.
6.4 BurialLink and each Advisor are independent contractors. BurialLink has no power or authority to assume or create any obligation or responsibility on behalf of an Advisor. BurialLink has no right, power, or authority to enter into any agreement or undertaking, or to act as or be an agent or representative of, or otherwise bind, an Advisor.
6.5 While BurialLink attempts to curate the best Advisors in their respective verticals on the Property Acquisition Directory, BurialLink makes no representations, warranties, or guarantees of any kind regarding any Advisor or any of any Advisor's services for You.
6.6 BurialLink has no vested or financial interest in the success or failure of any transaction originated on the BurialLink Marketplace, and BurialLink does itself buy or sell any of the property listed on the BurialLink Marketplace. BurialLink does not charge, take, or accept any type of payment that is contingent upon the closing of a transaction that originates in the BurialLink Marketplace, whether that payment is a "success fee" or similar type of payment.
6.7 BurialLink performs no technical, legal, financial, or any other kind of due diligence on buyers or sellers in the BurialLink Marketplace and makes no representations, warranties, and guarantees regarding such buyers or sellers of any kind. BurialLink cannot guaranty whether a property listed on the BurialLink Marketplace is suitable for a potential buyer, or whether any property listed on the BurialLink Marketplace will meet the performance expectations of a buyer. BurialLink is not responsible for a seller's truthfulness regarding the existence, quality, accuracy, or completeness of any listing on the BurialLink Marketplace. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR PERFORMING ALL DUE DILIGENCE ON ALL BUYERS AND SELLERS IN THE BURIALLINK MARKETPLACE.
6.8 BurialLink is not a party to any agreement entered into between You and and a buyer or seller on the BurialLink Marketplace, or You and an Transaction Advisor.
6.9 BurialLink does not guarantee the success of any transaction originated in the BurialLink Marketplace.
6.10. BurialLink is not a valuation firm and any valuations or opinions of value provided through the Cemetery Property Valuation Calculator are for informational purposes only. BurialLink cannot and does not make any guarantee, representation, or warranty regarding the accuracy or completeness of any information obtained through the Cemetery Property Valuation Calculator. While the information provided has been obtained from sources believed to be reliable, BurialLink and its subsidiaries do not attest to its accuracy or completeness.
6.11 BurialLink does not engage in dispute resolution of any dispute, controversy, disagreement, or proceeding between you and any buyer or seller on the BurialLink Marketplace, or with any Transaction Advisor.
7. BurialLink Resources; Cemetery Property Valuation Calculator
All resources that we provide in the BurialLink Marketplace and the Transaction Advisor Directory, including, but not limited to, the Cemetery Property Valuation Calculator, are for informational purposes only and do not constitute legal, tax or any other type of professional advice. In all instances You should consult with legal, tax, or other advisors with regard to your personal situation.
The Cemetery Property Valuation Calculator are for informational purposes only and do not substitute and cannot be a substitute for a valuation performed by a qualified professional. There are or could be many unknown or unexpected factors that could affect the market value of your cemetery property, and for this reason we encourage you in all instances to consult with qualified professionals in order to obtain a valuation for your property.
8. Property Information Provided Voluntarily For Use of Service.
In any event, you use any third party services or content solely at your own risk and must be aware of any third party terms and conditions and have consented to them. Under no circumstances will BurialLink be deemed liable or have any obligations whatsoever in relation to the content, proper functionality, availability or the security of any link with any third party services or transactions completed, and any contract entered into by You with any such third party.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES AGAINST US.
BurialLink does not own or control any of the buyers, sellers or any of the sellers' property or assets, or Transaction Advisors on the BurialLink Marketplace or Transaction Advisor Directory. The availability of any buyer, seller, or Transaction Advisor does not indicate an affiliation with or endorsement of any buyer, seller, or Transaction Advisor. Accordingly, BurialLink does not provide any representations, warranties, or guarantees with respect to any buyer or seller or any property or assets of any seller, or any Transaction Advisor or any services or products offered by any Transaction Advisor. If you wish to obtain any representations, warranties, or guarantees with respect to any buyer, seller or sellers' assets or businesses, or Transaction Advisor, please consult directly with such buyer, seller, or Transaction Advisor.
BURIALLINK PROVIDES THE SERVICES, THE CEMETERY PROPERTY VALUATION CALCULATOR, AND ALL OTHER RESOURCES "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE", WITH THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT WITH YOU, AND WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT BURIALLINK SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF REPRESENTATION OR WARRANTY CLAIM THAT ARISE OUT OF ANY BUYER, SELLER, OR TRANSACTION ADVISOR'S FAILURE TO HONOR ANY ANY REPRESENTATION OR WARRANTY OBLIGATION TO YOU.
10. Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES AGAINST US.
UNDER NO CIRCUMSTANCES WILL BURIALLINK OR ITS SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF BURIALLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO ANY ASPECT OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, USE OF THE CEMETERY PROPERTY VALUATION TOOL, OR ANY USE OR MISUSE OF THE BURIALLINK MARKETPLACE OR TRANSACTION ADVISOR DIRECTORY, WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, USE OF THE CEMETERY PROPERTY VALUATION, OR THE BURIALLINK MARKETPLACE OR TRANSACTION ADVISOR DIRECTORY, FROM INABILITY TO ACCESS THE BURIALLINK MARKETPLACE OR TRANSACTION ADVISOR DIRECTORY OR SERVICES. INCLUDING, BUT NOT LIMITED TO, USE OF THE CEMETERY PROPERTY VALUATION, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, USE OF THE CEMETERY PROPERTY VALUATION, OR BURIALLINK MARKETPLACE OR TRANSACTION ADVISOR DIRECTORY. THIS LIMITATION ALSO APPLIES TO ANY DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH, OR ADVERTISED IN CONNECTION WITH, THE BURIALLINK MARKETPLACE OR TRANSACTION ADVISOR DIRECTORY, OR ANY LINKS ON THE BURIALLINK MARKETPLACE OR TRANSACTION ADVISOR DIRECTORY. BURIALLINK WILL NOT BE LIABLE TO YOU FOR ANY UNAUTHORIZED USE OF THE LISTED BUYERS, SELLERS, OR TRANSACTION ADVISORS AND SERVICES BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION AND OR TAMPERING BY NETWORK HACKERS.
BURIALLINK DOES NOT ACCEPT ANY LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE HOWSOEVER AND WHETHER OR NOT IT HAS BEEN NEGLIGENT) FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT), WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM USE OF OR RELIANCE ON INFORMATION OBTAINED FROM THE CEMETERY PROPERTY VALUATION CALCULATOR TOOL.
WHILE BURIALLINK'S (AND ITS SUBSIDIARIES) AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES IS LIMITED TO SHALL NOT EXCEED THE GREATER OF $100.00 OR THE AMOUNT YOU HAVE PAID BURIALLINK IN THE PAST 12 MONTHS, IF ANY.
You shall defend, indemnify, and hold harmless BurialLink, its subsidiaries, and each of its respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the BurialLink Marketplace, the Transaction Advisor Directory, any resource provided by BurialLink, including, but not limited to, the Cemetery Property Valuation Calculator, or Your Materials, or violation of this Agreement, provided that any indemnity in this Section with regard to use of the Transaction Advisor Directory and BurialLink Marketplace excludes any aspect or relationship originated in the Transaction Advisor Directory or BurialLink Marketplace that BurialLink does not and cannot access, including but not limited to privileged or confidential communications between you and a buyer, seller, or Advisor. BurialLink reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
BurialLink reserves the right, in its sole discretion, to modify or replace any of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. BurialLink may also impose limits on certain features and services or restrict your access to parts or all of the BurialLink Marketplace, or the Transaction Advisor Directory without notice or liability. While BurialLink will timely provide notice of modifications, it is also your responsibility to check this Agreement periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.
14.1 Assignment. You will not assign any of your rights or delegate any of your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.
14.2 No Waivers. The failure by BurialLink to enforce any right or provision of this this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of BurialLink.
14.3 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than You.
14.4 Severability. If any provision of this Agreement is invalid, illegal, void or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.
15.5 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Written notice to BurialLink should be sent to the following address: 157 East 86 St. Unit 506 New York, New York 10028. Electronic notices should be sent to firstname.lastname@example.org.