Frankly Network Buyer Membership Terms of Service

1. Agreement to These Terms

1.1 These Frankly Network Buyer Membership Terms of Service (the "Membership Terms") are a legally binding agreement between you ("you," "Member," or "Buyer") and Modern X Inc., an Ontario corporation operating as "Frankly Advisors" ("Frankly," "we," "us," or "our"), with a mailing address at 2967 Dundas St. W. #1491, Toronto, ON M6P 1Z2, Canada.

1.2 You accept these Membership Terms by (a) checking the acceptance box presented during checkout, (b) completing a purchase of a Frankly Network membership, or (c) accessing or using any feature of the Services reserved for paid Members. The date you first do so is your "Effective Date." If you do not agree, do not purchase a membership.

1.3 These Membership Terms incorporate by reference: (a) the Frankly Advisors Terms of Service published at franklyadvisors.com/terms (the "Platform Terms"); (b) the Frankly Advisors Privacy Policy; (c) the Platform Non-Disclosure Agreement described in Section 13 (the "Platform NDA"), once executed by you; and (d) the E-Sign and Document Processing Consents. In the event of a conflict between these Membership Terms and the Platform Terms with respect to paid membership, these Membership Terms control.

1.4 If you enter into these Membership Terms on behalf of a company, fund, or other legal entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity and its Representatives.

1.5 Business and commercial purpose. The Frankly Network is offered and sold solely for business and commercial purposes — namely, evaluating and potentially acquiring businesses. It is not a consumer good or service and is not marketed to the general public for personal, family, or household use. You acknowledge that you are purchasing Membership for that business purpose. This characterization informs Sections 23 and 25; nothing in it waives any right that applicable law does not allow to be waived (see Section 25.9).

2. Definitions

2.1 "Buybox" means the acquisition criteria you create and save on the Platform, against which Listings are matched.

2.2 "Confidential Information" has the meaning given in the Platform NDA and includes, without limitation, the identity of any seller, the fact that a particular business is or may be for sale, financial statements and figures, deal terms, and any material made available in a Data Room.

2.3 "Data Room" means a token-protected collection of documents and information about a specific Listing that Frankly or a participating brokerage makes available to specifically invited email addresses.

2.4 "FranklyIQ" means the member analytics, market indicators, and KPI features made available on the Platform where offered.

2.5 "Free Account" means a registered, non-paying buyer account, which as of the Effective Date may browse anonymized listing teasers, create and save a Buybox, and receive a weekly match digest.

2.6 "Introduced Business" means any business, seller, or acquisition opportunity whose identity, availability for sale, or Confidential Information you first learned of through the Platform, the Services, a Tipoff, a Data Room, or a broker introduction facilitated by Frankly. A business you can prove, by written records predating your Platform access to it, that you were already in substantive contact with about a possible acquisition is not an Introduced Business as to you.

2.7 "Listing" means a business-for-sale opportunity presented on the Platform, whether originated by Frankly, listed by Hedgestone Business Advisors, or contributed by another participating brokerage or listing source.

2.8 "Membership" means a paid Frankly Network buyer subscription in good standing, including any period of dunning grace described in Section 8.

2.9 "Order" means the checkout page, plan selection, and acceptance mechanism through which you purchase a Membership.

2.10 "Platform" means the websites, applications, and services operated by Frankly, including franklyadvisors.com and the associated buyer application surfaces.

2.11 "Representatives" means your directors, officers, employees, members, partners, attorneys, accountants, lenders, and financial advisors who have a need to know Confidential Information for the Permitted Use (as defined in the Platform NDA) and who are bound by confidentiality obligations at least as protective as the Platform NDA.

2.12 "Sanctions Lists" means any list of sanctioned or restricted persons maintained by the government of Canada, the U.S. Office of Foreign Assets Control (OFAC), the United Nations, or the European Union.

2.13 "Services" means the Platform and all features, tools, content, and communications Frankly makes available to Members, including Tipoffs, Listings, matching, the Buybox, FranklyIQ, verification, NDA-on-file, and Data Room access.

2.14 "Tipoff" means a real-time or daily match notification sent to Members when a Listing matches their Buybox.

2.15 "Verified Network Member Badge" (also "Verified Member") means the visual indicator described in Section 12.

3. What the Frankly Network Is (and Is Not)

3.1 The Service. The Frankly Network is a private deal origination and matching network. A paid Membership includes, as of the Effective Date:

(a) real-time and daily Tipoffs when Listings match your Buybox (Free Accounts receive a weekly digest only);

(b) access to member-exclusive Listings, where available;

(c) identity verification and, upon approval and while your Membership is active, the Verified Network Member Badge (Section 12);

(d) NDA-on-file convenience: once you have signed the current version of the Platform NDA, you are not asked to re-sign it for each new Listing during the coverage window described in Section 13;

(e) automatic Data Room access on qualifying Listings, where the listing broker has enabled it and you satisfy that Listing's access conditions (Section 14); and

(f) FranklyIQ analytics and market indicators, where available.

3.2 Feature availability. Features may be added, modified, or removed as described in Section 26. Some features depend on per-Listing settings chosen by the listing broker (for example, whether a Listing requires platform verification or proof of funds, or whether it releases a Data Room automatically upon NDA signature). We do not promise that any particular Listing will be available to you or that any feature applies uniformly to all Listings.

3.3 Intermediary role; broker mediation at closing. Frankly operates the technology platform and performs deal origination, aggregation, matching, and confidential introduction services. Frankly is not the closing broker on any transaction. Every transaction that proceeds to closing is mediated by a licensed business broker or intermediary under that broker's own engagement documentation, typically Hedgestone Business Advisors, and occasionally a vetted partner brokerage on referred transactions. Your relationship with the closing broker is governed by separate documentation between you (or the seller) and that broker.

3.4 No fiduciary duty; no agency. Frankly is not a fiduciary, agent, or representative of any Member, seller, or broker by virtue of these Membership Terms. Nothing in the Services creates an advisory, brokerage, agency, partnership, or joint-venture relationship between you and Frankly.

3.5 No guarantee of deal flow or outcomes. We do not guarantee any number of matches, introductions, Listings, Data Room grants, or closed transactions. Membership buys access to the network and its tools, not a result.

3.6 Not a securities intermediary. Frankly is not a broker-dealer, investment adviser, dealer, exchange, funding portal, or crowdfunding intermediary, and is not registered as such with any securities regulator. The Platform is a venue for the sale of privately held businesses and their assets, which are generally not securities. Frankly does not offer, solicit, underwrite, or facilitate the offer or sale of securities, and no content on the Platform is an offer to sell or a solicitation to buy any security. Where a transaction is structured as a sale of equity that may constitute a security, you and the seller (with your respective advisors and the closing broker) are solely responsible for compliance with applicable securities laws.

3.7 Affiliation disclosure. Frankly's founder is affiliated with Hedgestone Business Advisors as a licensed broker. Any brokerage commission or transaction success fee in connection with a closing is earned by Hedgestone (or the responsible brokerage) under its own engagement, not by Frankly. Frankly's own compensation for the Services is the membership subscription described in Section 7.

3.8 Neutral intermediary; advertising and listing medium. Frankly provides a technology platform and a confidential advertising, listing, and matching medium that connects buyers with business-for-sale opportunities and the licensed brokers responsible for them. Frankly acts as a neutral venue: it does not represent the buyer or the seller, does not appraise, negotiate, structure, or close transactions, does not hold or handle transaction funds, and is not a party to any transaction between a buyer and a seller. Responsibility for each transaction rests with the buyer, the seller, and the licensed broker responsible for the listing. Frankly's role is limited to operating the Platform and providing the member tools described in Section 3.1, and Frankly's compensation is the membership subscription, not a commission on any transaction.

4. Eligibility

4.1 To purchase and hold a Membership, you represent and warrant that you:

(a) are at least 18 years of age and have legal capacity to enter into binding contracts;

(b) are not barred from using the Services under applicable law, including export-control and sanctions laws, and are not (and are not owned or controlled by, or acting on behalf of) a person on any Sanctions List or located in a comprehensively sanctioned jurisdiction;

(c) will provide accurate, current, and complete information during registration, checkout, and verification, and keep it updated;

(d) are acquiring access for the bona fide purpose of evaluating and potentially acquiring businesses, and not for competitive analysis, data harvesting, journalism, research resale, or solicitation of Frankly's users or sellers; and

(e) have not previously been terminated from the Platform for cause.

4.2 One account. Memberships are personal to the registered individual (or the entity on whose behalf that individual acts). One account per person or entity; you may not maintain multiple accounts to evade limits, gating, or a prior termination.

4.3 We may decline, suspend, or revoke Membership for any lawful reason, including failure to complete identity verification, a Sanctions List match, suspected fraud, or breach of these Membership Terms, subject to the refund provisions of Section 9 where applicable.

5. Account Registration and Security

5.1 You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately at legal@franklyadvisors.com of any unauthorized access.

5.2 Accounts and Memberships are personal to the registered individual (or the entity on whose behalf that individual acts) and may not be shared, lent, or transferred. Access links to Data Rooms are issued to specific invited email addresses and may not be forwarded (Section 14).

5.3 We may suspend an account while we investigate suspected credential sharing, unauthorized access, or fraudulent activity.

6. Identity Verification and Accreditation Attestation

6.1 Post-checkout activation. Identity verification is offered exclusively as part of paid Membership and runs after checkout. It is not a checkout blocker: you may complete it immediately or later, but certain member benefits (the Verified Network Member Badge, NDA-on-file reuse, automatic Data Room grants on gated Listings) require an approved verification.

6.2 What we collect. Verification requires (a) an image of a government-issued photo identification document, uploaded through a secure, private channel, and (b) a self-attested accreditation and qualification statement made by checking a designated box. Handling, storage, access, and retention of identification documents are described in the Privacy Policy and the E-Sign and Document Processing Consents.

6.3 Manual review. Verification submissions are reviewed manually by Frankly administrative personnel. Our target review time is 24 hours from submission. Review times are a service goal, not a guarantee.

6.4 Rejection and resubmission. If your submission is rejected, we will tell you the reason, and you may correct and resubmit. An approved verification does not expire on a fixed schedule as of the Effective Date, though we reserve the right to require re-verification where we have reason to believe information has changed or was inaccurate.

6.5 Accreditation self-attestation; no reliance. Any attestation you make regarding accredited-investor status, financial capacity, or acquisition readiness is made solely by you. Frankly does not verify, certify, endorse, underwrite, or make any representation regarding your accreditation or financial status to any seller, broker, or third party, and expressly disclaims any duty to do so. No seller, broker, or other party may rely on Frankly's verification review or any badge as a representation by Frankly of your identity beyond the review actually performed, or of your financial condition at all. You agree to indemnify Frankly for claims arising from an inaccurate attestation you make.

6.6 Verification is not an endorsement. Approval of your verification means only that our reviewer matched the identification document you submitted against the account details you provided at the time of review. It is not a background check, credit check, AML/KYC clearance, or endorsement.

6.7 No biometric processing; no AML/KYC role. Verification is performed by a human reviewer visually comparing your submitted document to your account details. Frankly does not create, collect, or store a biometric identifier or biometric template, does not perform automated facial recognition, and does not act as a financial institution or money-services business. Frankly does not provide anti-money-laundering, know-your-customer, sanctions-screening (beyond Section 4.1), or investor-accreditation-verification services, and you must not represent that it does. If Frankly ever introduces automated biometric matching, it will update this Section and obtain any consent then required by law.

7. Membership Plans and Fees

7.1 Plans. As of the Effective Date, the Frankly Network offers a single paid membership plan with two billing intervals:

(a) Monthly: USD $149 per month, billed monthly in advance; or

(b) Annual: USD $79 per month, billed annually in advance as a single payment of USD $948 (a saving of approximately 47% against monthly billing).

7.2 Currency and taxes. All prices are stated and charged in U.S. dollars and are exclusive of applicable taxes. You are responsible for any sales, use, value-added, goods-and-services (GST/HST), or similar taxes, which we will calculate and add at checkout where we are required to collect them. We may use our payment processor's tax-calculation service for this purpose.

7.3 No trial. Memberships do not include a free trial. The refund policy in Section 9 is the intended safety valve for new members.

7.4 Price changes. We may change membership pricing for future billing periods. A price change takes effect no earlier than your next renewal after we give you at least thirty (30) days' notice by email. If you do not accept a price change, cancel before the renewal on which it takes effect.

8. Billing, Auto-Renewal, Payment Failure, and Suspension

8.1 Auto-renewal; affirmative consent and disclosures. Memberships renew automatically at the end of each billing period (monthly or annual, as selected) until cancelled under Section 10. By purchasing, you affirmatively consent that your Membership will automatically renew and that we and our payment processor may charge your payment method the then-current membership fee, plus applicable taxes, at each renewal, until you cancel. At or before checkout we present the plan, the recurring amount, the billing interval, the renewal mechanism, and how to cancel, clearly and conspicuously. Promptly after purchase we send an acknowledgment email restating these terms and how to cancel.

8.2 Renewal reminder for annual plans. For annual Memberships, we will send a renewal-reminder email a reasonable period (targeted at 30 to 45 days) before each automatic annual renewal, stating the renewal date, the amount, and how to cancel.

8.3 Payment processing. Payments are processed by Stripe, Inc. ("Stripe"). Frankly does not store your full card number. Your payment information is handled per Stripe's terms and privacy policy and our Privacy Policy.

8.4 Payment failure and grace period (dunning). If a renewal payment fails:

(a) your subscription enters a past-due state and a grace period of seven (7) days begins from the first failed payment attempt;

(b) during the grace period you retain member benefits while our processor retries payment;

(c) the grace period is fixed at first failure and is not extended by subsequent retry attempts;

(d) if a retry succeeds during or after the grace period, your membership returns to active status and the grace state is cleared;

(e) if payment is not recovered, member benefits are suspended when the grace period ends, and continued failure results in cancellation of the subscription by the payment processor.

8.5 Effect of suspension. While your Membership is suspended or lapsed: the Verified Network Member Badge is not displayed (Section 12); NDA-on-file convenience does not operate (Section 13); automatic Data Room grants on member-gated Listings do not operate (Section 14); and member-only Tipoff cadences and features are unavailable. Your underlying account, your Buybox, your signed NDA record, and your approved verification record are retained, and member benefits are restored when you resume payment or re-subscribe, subject to the validity windows in Sections 13 and 15.

8.6 Failed first payments. If your initial checkout payment fails, no Membership is created and no benefits are provided.

8.7 Chargebacks. If you believe you were charged in error, contact us first under Section 9 or use your billing portal; most issues are resolved quickly. If you initiate a chargeback or payment dispute instead of using the refund process for a charge you actually authorized, we may suspend your Membership and benefits pending resolution. This Section does not limit any chargeback right you have by law or card-network rule.

9. 14-Day Refund Policy

9.1 The promise. If you request a refund within fourteen (14) days of your initial membership purchase, we will refund the full amount you paid for that purchase, with no questions asked. This applies to both monthly and annual plans, including the full USD $948 annual prepayment. We disclose this same 14-day first-purchase refund at the point of sale.

9.2 After day 14 (annual plans). If an annual Member cancels after the 14-day window, the Member retains access through the end of the prepaid annual period and is not charged again; no pro-rata refund of the unused portion is provided, except as Section 11.2 (termination without cause) or applicable law requires.

9.3 Scope. The 14-day no-questions refund applies to your first purchase of a Membership. It does not apply to renewal charges, except where required by law or as provided in Section 11.2.

9.4 How to request. Email privacy@franklyadvisors.com from your account email, or use any refund mechanism offered in your billing portal, within the 14-day window. Refunds are issued to the original payment method.

9.5 Effect of refund. Upon refund, your Membership ends immediately, the member benefits in Section 8.5 cease, and any Data Room access granted in reliance on member gating may be revoked. Confidentiality obligations you have already assumed (Section 13 and the Platform NDA) survive.

9.6 Abuse. We may refuse a refund where we determine in good faith that the refund mechanism is being used to obtain repeated free access (for example, serial join-download-refund behavior), subject to applicable law.

10. Cancellation

10.1 Easy, self-serve cancellation. You may cancel at any time through the self-serve billing portal (provided by Stripe) linked from your account, or by emailing privacy@franklyadvisors.com. Cancellation is available online, in a manner at least as simple as the sign-up process, without requiring you to call, chat, or complete retention steps.

10.2 Effect. Cancellation stops future renewals. Your Membership and its benefits continue until the end of the billing period already paid, then end. Except as provided in Section 9 or Section 11.2, or as required by law, amounts already paid are not refunded upon cancellation.

10.3 Re-subscription. You may re-subscribe at any time. Upon re-subscription, previously earned durable records (approved identity verification, a signed Platform NDA within its coverage window, an approved proof-of-funds record within its validity window) reactivate the corresponding member benefits without re-submission, as described in Sections 12, 13, and 15.

11. Termination and Suspension by Frankly

11.1 We may suspend or terminate your Membership and account, with notice where practicable, if: (a) you materially breach these Membership Terms, the Platform Terms, or the Platform NDA; (b) you attempt to identify a seller, contact a seller or its personnel outside the Platform, or circumvent Frankly or a participating brokerage; (c) you provide false registration, verification, or attestation information; (d) your conduct creates legal exposure or risk of harm to Frankly, sellers, brokers, or other users; or (e) required by law.

11.2 If we terminate without cause (that is, for reasons other than those in Section 11.1), we will refund the pro-rata unused portion of prepaid fees for the current billing period.

11.3 Upon any termination, Sections 2, 3.3–3.6, 6.5, 6.7, 9.5, 12.4, 13, 14.5, 16, 17, 18, 19, 21, 22, 23, 24, 25, 27, and 28 survive, together with the Platform NDA per its terms.

12. Verified Network Member Badge

12.1 Conditions. The Verified Network Member Badge is displayed for your account only while both of the following are true: (a) your identity verification has been approved (Section 6); and (b) your Membership is active, including any unexpired dunning grace period (Section 8.4).

12.2 Suspension with membership. The Badge is suspended automatically when your Membership lapses or is cancelled, and restored automatically when an active Membership resumes, without re-verification.

12.3 Where it appears. The Badge may be displayed to Frankly personnel, participating brokers, and on internal deal surfaces in connection with your inquiries, NDA requests, and matches. Displaying the Badge to any audience is at our discretion and may change.

12.4 What it means (and does not). The Badge represents only the facts in Section 12.1. It is not a representation of financial capacity, accreditation, creditworthiness, or acquisition readiness, and neither you nor any third party may describe it as such. You may not display or claim the Badge, or any "verified" status referencing Frankly, outside the Platform without our written consent.

13. Confidentiality; the Platform NDA; NDA on File

13.1 NDA gate. Access to Confidential Information regarding any Listing — including seller identity, detailed financials, and Data Room contents — is conditioned on execution of a non-disclosure agreement through the Platform.

13.2 Platform NDA; single-signature coverage. Members execute the Platform NDA (current template version as posted in the signing flow). One executed Platform NDA covers Confidential Information disclosed to you through the Platform for any Listing you access during the twelve (12) month coverage window that begins on your signature date, subject to the terms of the Platform NDA itself, including per-Listing survival of obligations.

13.3 Version control; re-execution. The Platform NDA template is versioned. If the template is updated, your previously signed version continues to govern disclosures already made under it, but coverage of new disclosures requires execution of the current version. You will be prompted to re-sign once; the process is electronic and takes minutes.

13.4 Membership condition. NDA-on-file convenience (skipping per-Listing re-signature) operates only while your Membership is active, including dunning grace. If your Membership lapses, each new Listing requires a per-Listing signature until Membership resumes. A lapse never voids an NDA you have already signed; it only ends the convenience of reuse.

13.5 Per-Listing records. For audit and enforcement purposes, the Platform records, for each Listing you access under an NDA on file, the Listing, the governing NDA signature, and the template version, and captures electronic execution evidence (timestamp, IP address, browser user agent, typed signature) as described in the E-Sign and Document Processing Consents.

13.6 General confidentiality. Independent of the Platform NDA, you agree to keep confidential, and use only for evaluating potential acquisitions through the Platform: all non-public information about Listings, sellers, other buyers, brokers, deal terms, and the existence and content of any Data Room. This obligation applies from your first access to any such information, whether or not an NDA covering that specific Listing has been executed, and survives termination of your Membership.

14. Data Room Access

14.1 Access conditions. Data Room access is granted per Listing and per email address. Access requires, at minimum, an NDA in effect for that Listing (Section 13). Individual Listings may impose additional conditions set by the listing broker, including: (a) approved platform identity verification with active Membership; and (b) an approved, unexpired proof-of-funds record (Section 15). Where a Listing's broker has enabled automatic release, meeting all of that Listing's conditions upon NDA signature results in automatic access; otherwise access is granted manually by the broker.

14.2 Personal access. Data Room invitations and access links are issued to a specific email address and are non-transferable. You may not forward, share, or permit any other person to use your access link or credentials. Your Representatives requiring access must be separately invited.

14.3 Logging. Every successful Data Room access, and certain denied attempts, are logged with email, timestamp, IP address, and browser information, and these logs may be shared with the listing broker and used as evidence of access in any dispute.

14.4 Permitted use. Data Room contents are Confidential Information and may be used solely for evaluating the specific Listing. You may not download, copy, extract, scrape, or retain contents except as reasonably necessary for that evaluation, and you must return or destroy materials as provided in the Platform NDA.

14.5 Revocation. Frankly or the listing broker may suspend, expire, or revoke Data Room access for any Listing at any time, with or without cause or notice, including when a deal goes under offer, when the seller withdraws, when your Membership lapses (for member-gated rooms), or when misuse is suspected. Revocation does not affect obligations that survive under the Platform NDA.

15. Proof of Funds

15.1 Where a Listing requires proof of funds, you must submit documentation evidencing your financial capacity (for example, a bank or brokerage statement, or a lender pre-qualification). Submissions are reviewed by a broker. An approved proof-of-funds record is valid across Listings for six (6) months from the date of upload and applies at the account level (an approved record from your account clears the gate for your account's contacts). Expired records must be refreshed with a current document.

15.2 Proof-of-funds documents are handled as described in the Privacy Policy and the E-Sign and Document Processing Consents. Approval of a proof-of-funds submission is a gate-passage decision only; it is not a certification by Frankly or any broker of your financial condition, and Section 6.5 (no reliance) applies to it equally.

16. Acceptable Use and Non-Circumvention

16.1 You agree that you will not, directly or indirectly:

(a) attempt to identify, or assist any person in identifying, the seller or subject business of any anonymized teaser or Listing, whether by triangulating listing details, using third-party data, or otherwise, except through the Platform's NDA process;

(b) contact, or attempt to contact, any seller, or any employee, landlord, customer, supplier, lender, or advisor of a seller's business, other than through the Platform or the responsible broker;

(c) circumvent, or attempt to circumvent, Frankly, Hedgestone Business Advisors, or any participating brokerage by pursuing, negotiating, or closing a transaction involving an Introduced Business outside the Platform, or through another intermediary, for the purpose or effect of avoiding fees that would otherwise be payable;

(d) scrape, crawl, harvest, or use automated means to access the Services or collect Listings, teasers, member data, or any other content, or use any content to train machine-learning models;

(e) share, resell, syndicate, or republish Listings, teasers, Tipoffs, Data Room contents, or FranklyIQ analytics, in whole or in part;

(f) use the Services to build, benchmark, or inform a competing product or deal-flow service;

(g) misrepresent your identity, financial capacity, or intentions, or submit falsified verification or proof-of-funds documents;

(h) probe, disable, or interfere with the security or operation of the Platform, or access data not intended for you (including attempting to access Data Rooms you were not invited to); or

(i) use the Services in violation of applicable law.

16.2 Non-circumvention period. Your obligation under Section 16.1(a)–(c) with respect to any Introduced Business continues for twenty-four (24) months after you last accessed Confidential Information about that Introduced Business through the Platform.

16.3 Liquidated damages for circumvention. The parties acknowledge that if you acquire, or participate in the acquisition of, an Introduced Business in breach of Section 16.1(c), Frankly's actual damages (the fee Frankly or its brokerage partner would have earned on that transaction) would be difficult to calculate precisely at the time of contracting. Accordingly, as a genuine pre-estimate of that loss and not as a penalty, you agree to pay Frankly, as liquidated damages, an amount equal to the success fee or commission that would have been payable to Frankly or the participating brokerage had the transaction closed through the Platform, as set out in the applicable listing agreement between the seller and the responsible brokerage for that Business, or, if that amount cannot be established, ten percent (10%) of the total transaction consideration. This remedy is in addition to injunctive relief (Section 25.4) and does not limit remedies for breach of the Platform NDA. If a tribunal finds this amount unenforceable as drafted, the parties intend it to be reduced to the maximum enforceable genuine pre-estimate of loss (Section 27.2).

16.4 Overlap with the NDA. Breach of Section 16.1(a) through (c) is also a breach of the Platform NDA where one is in effect, and Frankly and the affected broker and seller may pursue all available remedies, including injunctive relief and recovery of avoided fees, without double recovery.

17. No Advice; Listing Information; Due Diligence

17.1 No advice. The Services, including Listings, teasers, match scores, Tipoffs, FranklyIQ analytics, valuations, calculators, and any communication from Frankly personnel, are provided for general informational purposes only and do not constitute legal, tax, accounting, investment, financial, or professional advice, or a recommendation to pursue any transaction. You should engage your own qualified advisors before making any acquisition decision.

17.2 Third-party information. Listing information, including financial figures, is supplied by sellers, Hedgestone Business Advisors, and other third-party brokerages and listing sources. Frankly does not audit, verify, or warrant the accuracy or completeness of any Listing information, teaser, Data Room content, or seller-provided document. All information is provided as received.

17.3 Your diligence. You are solely responsible for conducting your own due diligence on any opportunity, including independent verification of financial statements, legal status, and operational claims.

18. Intellectual Property

18.1 Our property. The Services, including software, design, text, graphics, logos, trademarks (including "Frankly Advisors," "Frankly Network," "FranklyIQ," and "Tipoff"), match algorithms, and aggregated data, are owned by Frankly or its licensors. No rights are granted except the limited, revocable, non-exclusive, non-transferable right to use the Services for their intended purpose while your Membership is in good standing.

18.2 Your content. You retain ownership of information and materials you submit (including your Buybox, verification and proof-of-funds documents, and communications). You grant Frankly a non-exclusive, royalty-free, worldwide license to host, use, process, and display that content as needed to (a) provide the Services, including platform-wide matching; (b) generate anonymized, aggregated insights that never identify you; (c) improve matching and platform functionality; and (d) communicate matches to relevant brokers and participants. We will not sell or sublicense your identifiable data to third parties.

18.3 Feedback. Suggestions and feedback may be used by us without obligation to you.

19. Privacy

19.1 Our collection, use, disclosure, and retention of your personal information — including identity documents, proof-of-funds documents, payment records, analytics and advertising data, and communications — are described in the Frankly Advisors Privacy Policy, which is incorporated into these Membership Terms.

20. Electronic Communications and Consent

20.1 You consent to receive notices, disclosures, renewal and billing communications, and other communications relating to your Membership electronically at the email address on your account, per the E-Sign and Document Processing Consents. You are responsible for keeping your email address current.

21. Notices

21.1 Notices to you. We may give notice under these Membership Terms by email to the address on your account, by posting in your account, or through the Platform. Notice by email is deemed given when sent.

21.2 Notices to us. Legal notices to Frankly under these Membership Terms must be sent to legal@franklyadvisors.com and, if requested by us, by mail to Modern X Inc., 2967 Dundas St. W. #1491, Toronto, ON M6P 1Z2, Canada, Attention: Legal. Notice to us is deemed given when actually received.

22. Disclaimers

22.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FRANKLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY LISTING INFORMATION IS ACCURATE OR COMPLETE; OR THAT MEMBERSHIP WILL RESULT IN ANY INTRODUCTION, MATCH, OR TRANSACTION.

22.2 Some jurisdictions do not allow the exclusion of certain warranties or conditions; in those jurisdictions the exclusions apply to the maximum extent permitted, and any non-excludable warranty is limited in duration to the minimum period permitted.

23. Limitation of Liability

23.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) FRANKLY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES (INCLUDING LOST ACQUISITIONS), LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY; (b) FRANKLY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE MEMBERSHIP TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO FRANKLY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (ii) USD $100; (c) FRANKLY IS NOT LIABLE FOR THE ACTS, OMISSIONS, CONTENT, OR CONDUCT OF ANY SELLER, BROKER (INCLUDING HEDGESTONE BUSINESS ADVISORS), OTHER MEMBER, OR THIRD PARTY; AND (d) FRANKLY IS NOT LIABLE FOR ANY DISPUTE BETWEEN YOU AND A SELLER OR BROKER, INCLUDING COMMISSION, FEE, OR TRANSACTION DISPUTES.

23.2 Exclusions from the cap. The limitations in Section 23.1 do not apply to, and nothing in these Membership Terms limits: (a) Frankly's liability for fraud, gross negligence, or willful misconduct; (b) liability for death or personal injury caused by Frankly's negligence; (c) your indemnification obligations (Section 24); (d) your obligations under Sections 13, 16, and 18 (confidentiality, non-circumvention, and intellectual property); or (e) any liability that cannot be limited or excluded under applicable law.

23.3 The limitations in this Section 23 apply regardless of the theory of liability (contract, tort, negligence, strict liability, statute, or otherwise) and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations; in those jurisdictions, liability is limited to the maximum extent permitted, and this Section is read together with the consumer-rights savings clause in Section 25.9.

24. Indemnification

24.1 You agree to indemnify, defend, and hold harmless Frankly and its officers, directors, employees, contractors, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use or misuse of the Services; (b) your breach of these Membership Terms or the Platform NDA; (c) your violation of law or of any third party's rights; (d) any inaccurate attestation, verification submission, or proof-of-funds document you provide; (e) any transaction, negotiation, or dispute between you and any seller, broker, or other user; and (f) any unauthorized use of your account resulting from your failure to safeguard credentials. We may assume the exclusive defense of any matter subject to indemnification, at your expense, and you will cooperate; you may not settle a matter in a way that imposes any obligation on Frankly without our written consent.

25. Dispute Resolution; Arbitration; Governing Law

25.1 Informal resolution first. Before starting any arbitration or lawsuit, you agree to email legal@franklyadvisors.com describing the dispute and to attempt in good faith to resolve it informally for at least thirty (30) days. Many disputes resolve here.

25.2 Agreement to arbitrate. Except for the carve-outs in Sections 25.4 and 25.5, you and Frankly agree that any dispute, claim, or controversy arising out of or relating to these Membership Terms or the Services (a "Dispute") will be resolved by final and binding individual arbitration, and not in court, except that the availability of small-claims court (Section 25.4) is preserved. This Membership is a business/commercial service (Section 1.5); the arbitration is administered under the Commercial Arbitration Rules of the American Arbitration Association (AAA) for Members resident in the United States, or the Arbitration Rules of the ADR Institute of Canada (ADRIC) for other Members, by a single arbitrator. The seat and any in-person hearing location is Toronto, Ontario; the proceeding is conducted in English and may proceed by videoconference. If a Member is nonetheless deemed a consumer under mandatory law such that consumer arbitration rules or fee protections apply, those rules and protections govern and Frankly will pay the arbitration fees that such rules require it to bear.

25.3 Class-action and jury waiver. You and Frankly agree that each may bring Disputes only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding. You and Frankly waive any right to a jury trial. If this Section 25.3 is found unenforceable as to a particular Dispute or claim for relief, that Dispute or claim is severed and heard in a court of competent jurisdiction under Section 25.8, while all other Disputes remain in arbitration.

25.4 Small-claims carve-out. Either party may bring an individual claim in a small-claims court of competent jurisdiction instead of arbitration, so long as the claim stays in that court and on an individual basis.

25.5 Injunctive-relief carve-out. Either party may seek injunctive or other equitable relief in the courts of Ontario (or, for the protecting party's convenience, any court of competent jurisdiction) to prevent the actual or threatened infringement, misappropriation, or violation of Confidential Information, the Platform NDA, non-circumvention obligations (Section 16), or intellectual property (Section 18), without first proceeding through Sections 25.1 or 25.2 and without the need to post bond.

25.6 30-day right to opt out of arbitration. You may opt out of the arbitration agreement (Sections 25.2 and 25.3) by emailing legal@franklyadvisors.com within thirty (30) days after you first accept these Membership Terms, stating your name, account email, and an unambiguous statement that you opt out of arbitration. Opting out does not affect any other part of these Membership Terms and will not adversely affect your Membership. If you opt out, Disputes are resolved in the courts under Section 25.8.

25.7 Coordinated / mass arbitration. If 25 or more similar arbitration demands are asserted against Frankly by or with the assistance of the same or coordinated counsel, the parties agree the demands will be administered in staged batches of no more than 50, with a small number of bellwether cases arbitrated first and the results used to inform global resolution of the remainder, to control cost and delay. Applicable limitation periods are tolled for demands awaiting a batch.

25.8 Governing law and forum. These Membership Terms, and any Dispute, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. For any Dispute not subject to arbitration (including under Sections 25.3–25.5 or a valid opt-out), the parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada, subject to Section 25.9.

25.9 Consumer-rights savings; Quebec. Nothing in these Membership Terms waives, limits, or overrides any right or remedy that applicable mandatory consumer-protection law gives you and does not allow to be waived. If you are a resident of a jurisdiction (such as Quebec) whose law renders a pre-dispute arbitration clause, class-action waiver, or foreign choice-of-law or forum clause unenforceable against you as a consumer, that clause does not apply to you to the extent of the conflict, and you retain access to the courts and consumer remedies of your jurisdiction; the remainder of these Membership Terms continues to apply.

25.10 Time limit on claims. To the extent permitted by law, any Dispute must be commenced within one (1) year after the claim accrues, or it is permanently barred. Where a shorter limitation period is not permitted to be agreed, the minimum period the law allows applies instead. This Section does not shorten any limitation period that applicable law does not allow to be shortened.

26. Changes to These Terms

26.1 We may update these Membership Terms. For material changes, we will give you at least thirty (30) days' advance notice by email and by posting the updated terms with a new "Last updated" date. Material changes take effect at your next renewal on or after the effective date stated in the notice, and do not modify the terms applicable to a billing period you have already paid for. Your continued renewal after the effective date constitutes acceptance. If you do not accept, your remedy is to cancel under Section 10 before the change takes effect. Changes to the arbitration agreement (Section 25) that are made after a Dispute has arisen do not apply to that Dispute.

27. General Provisions

27.1 Entire agreement. These Membership Terms, together with the Platform Terms, the Privacy Policy, the Platform NDA, the E-Sign and Document Processing Consents, and any Order or checkout-page terms, are the entire agreement between you and Frankly regarding paid Membership and supersede all prior discussions.

27.2 Severability and reformation. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. The parties intend that a court or arbitrator reform, rather than void, any overbroad restriction (including Sections 16 and 25) to the maximum enforceable scope.

27.3 Waiver. A failure to enforce any provision is not a waiver.

27.4 Assignment. You may not assign these Membership Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets.

27.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except your payment obligations.

27.6 No third-party beneficiaries. Except as expressly stated in the Platform NDA and Section 16 (sellers and participating brokerages as intended beneficiaries of confidentiality and non-circumvention obligations), there are no third-party beneficiaries to these Membership Terms.

27.7 Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, franchise, or agency relationship.

27.8 Interpretation; no construction against drafter. Headings and plain-English summary boxes are for convenience only and do not affect interpretation; in any conflict between a summary box and the numbered text, the numbered text controls. These Membership Terms will not be construed against either party as the drafter.

27.9 Language. These Membership Terms are drafted in English. Where required by law (for example, for Quebec residents), a French version may be made available; the English version controls to the extent permitted. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais, dans la mesure permise par la loi.

28. Electronic Signature; Miscellaneous

28.1 Electronic signature. You agree that checking the acceptance box or completing an Order is your electronic signature to these Membership Terms and has the same legal effect as a handwritten signature, as further described in the E-Sign and Document Processing Consents.

28.2 Export and government use. You will comply with applicable export-control and sanctions laws and will not use the Services in violation of them.

28.3 Survival. Provisions that by their nature should survive termination survive, as listed in Section 11.3.

29. Contact

Modern X Inc. (o/a Frankly Advisors) Attention: Legal 2967 Dundas St. W. #1491 Toronto, ON M6P 1Z2, Canada Legal notices: legal@franklyadvisors.com Privacy: privacy@franklyadvisors.com Billing, cancellation, and refunds: your Stripe billing portal