Terms of service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Frankly Advisors ("we," "us," or "our") governing your access to and use of the website located at franklyadvisors.com and all related services (collectively, the "Services"). These Terms apply to all categories of users, including business owners considering a sale ("Sellers"), prospective acquirers ("Buyers"), and mergers and acquisitions advisors, brokers, or intermediaries ("Advisors") who use the Platform to manage client relationships and facilitate transactions.

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. We recommend that you print or save a copy of these Terms for your records.

By registering as an Advisor or submitting client data through the Platform, you additionally agree to the Advisor-specific terms in Section 3.

2. Description of Services

Frankly Advisors operates a private deal origination platform that:

• Facilitates confidential introductions between business owners considering a sale and vetted prospective buyers
• Operates a matching network where buyer acquisition criteria are evaluated against listings contributed by multiple independent brokerages and advisory firms across the Platform
• Provides advisor and broker tools including client relationship management, listing management, deal pipeline tracking, and secure data rooms
• Provides matching services based on acquisition criteria, industry preferences, and location requirements
• Offers a secure environment for initial discussions and deal exploration
• Maintains strict confidentiality throughout the introduction process

Important: We act as an intermediary to facilitate introductions. Frankly Advisors operates the technology platform. Brokerage services are provided by Hedgestone Business Advisors and other licensed brokerages participating on the Platform. We are not a fiduciary for any party. All negotiations, due diligence, and transaction terms are the sole responsibility of the parties involved.

3. Platform Matching Network & Participant Terms

3.1 Matching Network

The Platform operates a matching network in which buyer acquisition criteria submitted by or on behalf of any Buyer are evaluated against all active listings on the Platform, regardless of which Advisor or brokerage contributed the listing. By submitting acquisition criteria or listing information to the Platform, you consent to this platform-wide matching process.

3.2 Cross-Broker Introductions

When a match occurs between a Buyer associated with one Advisor and a listing managed by a different Advisor, both Advisors will be notified to facilitate a confidential introduction. Teaser-level information (non-identifying information including industry classification, geographic region, and summarized financial range) may be shared between Advisors as part of the matching process. No confidential deal materials — including financial statements, identifying business details, or proprietary information — are shared without execution of a Non-Disclosure Agreement.

3.3 Advisor and Broker Terms

If you register as an Advisor or use the Platform's broker tools, you additionally represent and agree that:

• You are authorized to submit client data on behalf of your clients and have obtained their consent to do so
• Client data you contribute to the Platform will participate in the platform-wide matching network described in Section 3.1
• You will not use data obtained through the Platform to circumvent other Advisors, the Platform, or any participating brokerage
• Commission structures, success fees, engagement letters, and fee arrangements between you and your clients are separate agreements outside the scope of these Terms — the Platform does not determine, adjudicate, or enforce commission arrangements
• You will comply with all applicable licensing requirements for your jurisdiction

3.4 Data Contribution and Ownership

Advisors who contribute listings, buyer profiles, acquisition criteria, and other client data to the Platform retain ownership of that data. By contributing data, you grant the Platform a license as described in Section 8 (Intellectual Property). The Platform will not sell or sublicense your identifiable client data to third parties.

4. Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Services under applicable law
• Provide accurate and complete information during registration

If you are using the Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

5. User Accounts

Certain features of our Services require you to create an account. When you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate your account if any information provided is inaccurate, outdated, or incomplete, or if we reasonably believe you have violated these Terms.

6. Confidentiality Obligations

Confidentiality is fundamental to our Services. By using our platform, you agree to:

• Keep all information about businesses, opportunities, and other users strictly confidential
• Not disclose any confidential information to third parties without express written consent
• Use confidential information solely for the purpose of evaluating potential opportunities
• Not contact business owners or their employees directly without going through our platform
• Return or destroy all confidential information upon request or upon termination of discussions
• Acknowledge that the Platform's matching process may result in teaser-level, non-identifying information being shared between Advisors to evaluate potential fit
• Understand that detailed confidential information, including financial statements and identifying business details, will only be shared after execution of a Non-Disclosure Agreement through the Platform

Breach of these confidentiality obligations may result in immediate termination of your access to the Services and may give rise to legal liability.

7. User Responsibilities

You agree to use the Services in accordance with these Terms and applicable law. Specifically, you agree not to:

• Provide false, misleading, or fraudulent information
• Impersonate any person or entity or misrepresent your affiliation
• Use the Services for any unlawful purpose or in violation of any applicable law
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services
• Use automated means to access the Services without our express permission
• Circumvent any access restrictions or security measures
• Harvest or collect information about other users without consent
• Use the Services to send unsolicited communications or spam

8. Intellectual Property

Our Property: The Services, including all content, features, functionality, software, text, graphics, logos, and trademarks, are owned by Frankly Advisors or our licensors and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our prior written consent.

Your Content:You retain full ownership of any information, data, or materials you submit through the Services ("User Content"). By submitting User Content, you grant us a non-exclusive, royalty-free, worldwide license to use, store, display, reproduce, and process your User Content for the following purposes: (a) providing the Services, including platform-wide matching as described in Section 3; (b) generating anonymized, aggregated insights about market trends, deal activity, and industry benchmarks, which will never identify you, your clients, or specific businesses; (c) improving matching algorithms and platform functionality; and (d) communicating match results to relevant Advisors and participants as described in Section 3. We will not sell or sublicense your identifiable data to third parties.

Feedback: If you provide suggestions, ideas, or feedback about our Services, we may use them without any obligation to compensate you.

9. Commission Attribution & Prior Relationships

The Platform records origination source and management attribution for all introductions facilitated through the Services. These records are maintained for transparency and dispute resolution purposes.

Commission structures, success fees, and advisory engagement terms are separate agreements between Advisors and their clients, or between co-brokering Advisors. The Platform does not determine, adjudicate, or enforce commission arrangements between participants.

Prior Relationship Claims: If you believe a match or introduction involves a party with whom you have a pre-existing relationship, you must notify us in writing at privacy@franklyadvisors.com within thirty (30) days of the match notification, providing reasonable documentation of the prior relationship. Failure to provide timely written notice constitutes a waiver of any prior-relationship claim against the Platform with respect to that introduction.

10. Disclaimers

No Guarantees: We do not guarantee that you will find a suitable business opportunity or buyer, that any introduction will result in a transaction, or that any transaction will be successful. The outcome of any discussions or negotiations is entirely between the parties involved.

Information Accuracy: While we strive to provide accurate information, we do not verify and cannot guarantee the accuracy, completeness, or reliability of any information provided by users or third parties. You are solely responsible for conducting your own due diligence.

Third-Party Links: Our Services may contain links to third-party websites or services. We are not responsible for the content, privacy practices, or actions of these third parties.

As-Is Basis:THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• FRANKLY ADVISORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.
• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• WE ARE NOT LIABLE FOR ANY ACTIONS, OMISSIONS, OR CONDUCT OF OTHER USERS OR THIRD PARTIES.
• WE ARE NOT LIABLE FOR ANY COMMISSION DISPUTES, FEE DISAGREEMENTS, OR ATTRIBUTION CLAIMS BETWEEN ADVISORS, BUYERS, SELLERS, OR OTHER PLATFORM PARTICIPANTS.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Frankly Advisors and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of a third party
• Any User Content you submit
• Any transaction or dispute between you and another user
• Any commission dispute, fee disagreement, or attribution claim between you and another Platform participant
• If you are an Advisor: any claims, complaints, regulatory actions, or fines arising from the submission of client data without having obtained the requisite consent from such clients

13. Termination

By You: You may terminate your account at any time by contacting us or using the account settings.

By Us: We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to, violation of these Terms, fraudulent or illegal activity, or extended inactivity.

Effect of Termination: Upon termination, your right to use the Services will immediately cease. We will remove your identifiable profile and user-facing records within thirty (30) days of termination. We may retain anonymized and aggregated data derived from your use of the Platform for analytical and operational purposes. Transaction records, NDA execution records, and commission attribution records will be retained for seven (7) years to comply with legal and regulatory requirements. Provisions that by their nature should survive termination — including confidentiality obligations (Section 6), non-circumvention obligations (Section 3.3), prior-relationship claim procedures (Section 9), intellectual property licenses (Section 8), disclaimers (Section 10), indemnification (Section 12), and limitations of liability (Section 11) — will remain in effect.

14. Governing Law & Dispute Resolution

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Jurisdiction: You agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada for the resolution of any disputes arising out of or relating to these Terms or the Services.

Informal Resolution: Before initiating any legal proceeding, you agree to contact us and attempt to resolve the dispute informally for at least 30 days.

15. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by posting the updated Terms on our website with a new "Last updated" date. Your continued use of the Services after any changes constitutes acceptance of the revised Terms.

We encourage you to review these Terms periodically to stay informed of any updates.

16. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any applicable Non-Disclosure Agreements executed through the Platform, constitute the entire agreement between you and Frankly Advisors regarding the Services.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Force Majeure: We shall not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control.

17. SMS Text Messaging Terms

By opting in to receive text messages from Frankly Advisors, you agree to the following terms:

Program Description

Frankly Advisors SMS Alerts provides deal status updates, appointment reminders, document request notifications, and transaction-related follow-up messages to clients and prospective buyers/sellers who have opted in to receive text messages.

Message Frequency

Message frequency varies based on your transaction activity and engagement with our platform. You may receive multiple messages per week during active deal periods, or fewer during quieter periods.

Message & Data Rates

Message and data rates may apply. Please contact your mobile carrier for details about your text messaging plan.

Opt-Out Instructions

You can opt out of receiving text messages at any time by replying STOP to any message you receive from us. After opting out, you will receive a confirmation message and will no longer receive SMS messages from us. You may opt back in at any time by replying START.

Help

For help with our SMS program, reply HELP to any message, or contact us at privacy@franklyadvisors.com.

Privacy & Data Sharing

We will never share, sell, or provide your mobile phone number or SMS opt-in data to third parties or affiliates for marketing or promotional purposes. For full details on how we handle your personal information, see our Privacy Policy.

Supported Carriers

Our SMS service is supported on all major US and Canadian carriers. Carriers are not liable for delayed or undelivered messages.

18. Contact Us

If you have any questions about these Terms of Service, please contact us at: