Terms of Service

1. Parties and Operating Entity

NapkinDeals.com (“the Platform”, “we”, “us”, “our”) is owned and operated by:

Napkin Inc., incorporated in Canada
NPKNSPV1 Inc., incorporated in the United States

Payment processing services are provided by Napkin USA Inc., incorporated in the State of Florida, USA. NPKNSPV1 Inc. and Napkin USA Inc. are affiliated entities of Napkin Inc. (incorporated in Canada).

By accessing or using NapkinDeals.com, you agree to be bound by these Terms of Service and all additional terms incorporated by reference, including the Privacy Policy, Cookie Policy, and any Advisor, Broker, or Affiliate program agreements.

2. The Platform and Napkin Deals’ Role

2.1 Marketplace Facilitator — Not a Party to Transactions

Napkin Deals operates the Platform as a marketplace facilitator and technology provider. Napkin Deals is not a buyer, seller, broker-dealer, investment advisor, attorney, accountant, appraiser, or agent in any transaction. Napkin Deals does not own, create, operate, manage, or control any listed asset. The listing of any asset on the Platform does not constitute an endorsement, recommendation, or guarantee by Napkin Deals of that asset, its value, its financial performance, its legal status, or its suitability for any purpose.

2.2 No Advisory Relationship

Nothing on the Platform constitutes financial, legal, tax, accounting, or investment advice. All users are strongly encouraged to retain independent legal, financial, tax, and accounting advisors in connection with any transaction.

2.3 No Securities Offering

The Platform facilitates the sale and acquisition of operating businesses and business assets. The Platform does not promote, facilitate, or enable the sale, offer, or distribution of securities unless conducted through a separate, clearly designated service subject to its own terms and applicable securities regulations. Nothing on the Platform constitutes an offer to sell or a solicitation of an offer to buy any security within the meaning of the Securities Act of 1933, as amended, or the securities laws of any jurisdiction.

2.4 Relationship with Napkin Inc.

Napkin Deals is a platform of Napkin Inc., which operates as a holding company that may independently acquire businesses. Users acknowledge that: (a) Napkin Inc.’s acquisition activities are conducted independently of the Platform; (b) a listing on Napkin Deals does not create any obligation for Napkin Inc. to acquire the listed asset; (c) if Napkin Inc. or any affiliate submits an offer for a listed asset, it shall be treated as any other buyer and receive no preferential access; and (d) Napkin Deals maintains information barriers between Platform operations and Napkin Inc.’s proprietary acquisition activities. Sellers may exclude Napkin Inc. and its affiliates from accessing their listing.

3. Eligibility and Accounts

3.1 Eligibility

By registering, you represent that: (a) you are at least 18 years of age; (b) you have legal capacity to form binding agreements; (c) if registering on behalf of a business entity, you have authority to legally bind that entity; and (d) you will comply with all applicable laws in connection with your use of the Platform.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify Napkin Deals immediately of any unauthorized access.

3.3 Account Suspension and Termination

Napkin Deals may suspend or terminate any account for: (a) breach of these Terms; (b) suspected fraud or misrepresentation; (c) failure to pay fees; (d) conduct harmful to other users; or (e) upon a valid legal demand. Suspension for suspected fraud may be immediate and without prior notice.

4. Listings and Seller Obligations

4.1 Listing Requirements

Sellers must provide complete and accurate information, including business description, financial data (revenue, EBITDA, net income), employee count, material contracts and liabilities, and asking price. Sellers are responsible for keeping listing information current.

4.2 Seller Representations

By creating a listing, you represent that: (a) you own the listed asset or are authorized to sell it; (b) the financial and operational information is materially accurate and not misleading; (c) you have disclosed all known material liabilities and encumbrances; and (d) material third-party agreements are transferable or restrictions have been disclosed.

4.3 Prohibited Listings

You must not list any asset that: (a) you do not own or are not authorized to sell; (b) is engaged in illegal activities; (c) constitutes an unregistered securities offering; or (d) Napkin Deals deems inappropriate in its sole discretion.

5. Platform Introductions and Fees

5.1 Platform Introduction Recognition

A Platform Introduction occurs when a buyer first becomes aware of, or contacts a seller regarding, a listed asset through the Platform or Services. Once a Platform Introduction has occurred, Napkin Deals is entitled to its applicable advisory fee regardless of where the transaction ultimately closes.

5.2 Tail Period

If a Platform Introduction has occurred and the listing is subsequently removed, and a transaction between the introduced parties closes within 180 days of listing removal, the advisory fee remains payable. This period extends to 240 days for Premium listings.

5.3 Non-Circumvention

You agree not to circumvent the Platform to avoid applicable fees once introduced to a counterparty through the Platform. Circumvention includes contacting introduced parties outside the Platform to complete a transaction without paying the applicable advisory fee. Circumvention is a material breach of these Terms and entitles Napkin Deals to the full fee plus reasonable costs of enforcement.

5.4 Advisory Fees

Napkin Deals charges advisory consulting fees for introductions and advisory services. These fees are not securities commissions and are charged as advisory consulting fees by Napkin Inc. and its affiliates. Fee schedules are published on the Pricing page.

6. Payments

6.1 Payment Processing

Payment processing is provided by Napkin USA Inc. via Stripe and other approved payment processors. By using the Platform, you consent to the sharing of your payment information with such third-party providers.

6.2 Transaction Payments

Transaction payments between buyers and sellers in connection with a listed asset must be conducted through escrow or payment services approved by Napkin Deals. Napkin Deals does not hold funds on behalf of any party.

7. Intellectual Property

All content, software, algorithms, data compilations, designs, logos, trademarks, and other intellectual property on the Platform are the property of Napkin Inc. (Alberta, Canada) or its licensors. You may not copy, scrape, or redistribute any Platform content without express written consent.

By posting content to the Platform, you grant Napkin Deals a non-exclusive, royalty-free, worldwide license to use such content in connection with the operation and promotion of the Platform.

8. Confidentiality and Data Rooms

The exchange of confidential information between buyers and sellers on the Platform is subject to separate NDA and Data Room terms. By accessing any Data Room or receiving any confidential information through the Platform, you agree to maintain its confidentiality and not disclose it to third parties without prior written consent.

9. Disclaimers and Limitation of Liability

9.1 Disclaimer of Warranties

The platform and services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9.2 Limitation of Liability

To the maximum extent permitted by applicable law, Napkin Deals, its affiliates (including Napkin Inc., NPKNSPV1 Inc., and Napkin USA Inc.), and their respective officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages. Napkin Deals’ total aggregate liability shall not exceed the greater of: (A) the total fees paid by you in the 12 months preceding the claim; or (B) USD $1,000.

10. Indemnification

You agree to indemnify and hold harmless Napkin Deals and its affiliates from any claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Platform; (b) any transaction you participate in; (c) your breach of these Terms; (d) your violation of any applicable law; or (e) any misrepresentation in connection with a listing.

11. Governing Law and Dispute Resolution

11.1 Governing Law

For transactions and disputes arising under contracts issued by Napkin Inc.: these Terms are governed by the laws of the Province of Alberta, Canada.

For transactions and disputes arising under contracts issued by Napkin USA Inc. or NPKNSPV1 Inc.: these Terms are governed by the laws of the State of Florida, USA.

11.2 Dispute Resolution

Disputes shall first be submitted to 30 days of good-faith negotiation. If not resolved, disputes shall be submitted to binding arbitration: the ADR Institute of Canada (Alberta) for Napkin Inc. contracts; American Arbitration Association (AAA), Miami, Florida for Napkin USA Inc. and NPKNSPV1 Inc. contracts. The arbitrator’s decision is final and binding.

11.3 Class Action Waiver

To the maximum extent permitted by law, all disputes shall be resolved on an individual basis. Class action, collective action, and representative proceedings are waived.

12. General

12.1 Modifications

We reserve the right to modify these Terms at any time. Continued use of the Platform following notice of changes constitutes acceptance.

12.2 Force Majeure

Napkin Deals is not liable for delays or failures arising from circumstances beyond its reasonable control.

12.3 Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.

12.4 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable program agreements, constitute the entire agreement between you and Napkin Deals.

13. Contact

Legal inquiries: [email protected]

Napkin Inc. (Canada) · NPKNSPV1 Inc. (USA)
Napkin USA Inc., Miami, Florida, USA