Terms of Service

Contents

These Terms of Service (the "Terms") are an agreement between you and Business Brokerage Press, Inc., a North Carolina corporation doing business as Deal Studio ("Deal Studio," "we," "us," or "our"). They cover your use of the Deal Studio website and the Deal Studio platform.

Please read them. They limit our liability (Section 22) and explain how disputes are handled (Section 24).

1. Agreeing to these Terms

1.1 How you agree. You agree to these Terms when you click to accept them, sign an Order that refers to them, or use the Services. If you do not agree, do not use the Services.

1.2 Using the Services for a business. The Services are for business use. If you accept these Terms for a brokerage, firm, or other organization, you confirm that you have authority to bind it, and "you" includes that organization.

1.3 Buyers, sellers, and other guests. If a broker invites you into a portal, data room, booking page, or similar area, Section 11 and the parts of these Terms that apply to Guests govern your use. Your relationship with the broker is between you and the broker.

1.4 Which document controls. If these Terms conflict with an Order or other signed agreement between your brokerage and Deal Studio, the signed agreement controls. If they conflict with the Data Processing Addendum on how we handle Customer Personal Data, the Data Processing Addendum controls.

2. Definitions

In these Terms:

• "Brokerage" means the business, firm, or franchise that holds a Deal Studio subscription, including an independent broker who works alone.
• "Brokerage Admin" means a person the Brokerage has given administrator rights in the Platform.
• "User" means a person with a login to the Platform under a Brokerage account, including Brokerage Admins, brokers, advisors, and staff.
• "Guest" means a buyer, seller, or other person who reaches part of the Platform through a link, code, or invitation from a User, without a User login.
• "Customer Data" means the information a Brokerage or its Users put into the Services or connect to them, including deal records, listings, contacts, notes, documents, data room files, messages, recordings, and transcripts.
• "Customer Personal Data" means personal information within Customer Data.
• "Personal Item" means an item a User keeps as personal in the Platform, such as personal notes, personal contacts, their own mailbox, texts, call records, and recordings.
• "Team Item" means an item a User or Brokerage Admin has shared with the Brokerage.
• "Connected Service" means a third-party service you choose to connect, such as an email or calendar account, a video meeting account, or social media accounts.
• "AI Features" means features of the Services that use artificial intelligence to draft, summarize, sort, suggest, or create content.
• "Order" means an order form, proposal, invoice, or other document Deal Studio issues or accepts that sets out the Services, tier, seats, term, and fees for a Brokerage.
• "Services" means the Site and the Platform together.
• "Site" means our public website at site.deal-studio.com and related pages.
• "Platform" means our software, including Broker Ops, MarketOps, DealBuilder, CIM Studio, the Buyer and Seller Portal, booking pages, and the Deal Studio client portal, together with their mobile and web versions.
• "Data Processing Addendum" or "DPA" means the addendum at site.deal-studio.com/dpa, which forms part of these Terms for Brokerages.

3. The Services

3.1 What Deal Studio provides. Deal Studio provides software and services built for business brokers and M&A advisors: tools to organize deals, contacts, communications, marketing, documents, and buyer and seller access. We provide the environment. You decide what you do in it.

3.2 What depends on your Order. Which parts of the Platform you can use, and how many Users you can have, depend on your Brokerage's Order. Tier and seats are set by Deal Studio in your Order and in our billing records. You do not set them inside the Platform.

3.3 Changes to the Services. We improve the Services over time. We may add, change, or retire features. If we retire a feature that is material to your Order, we will tell Brokerage Admins at least 30 days ahead where we reasonably can.

4. Accounts and access

4.1 Brokerage accounts. Deal Studio sets up each Brokerage on the Platform. Brokerage Admins decide who at the Brokerage has a login and what each person can do, and they are responsible for keeping that list current, including removing people who leave.

4.2 Your login. Each User signs in with their own credentials, including through Google or Microsoft sign-in where offered. Keep your credentials confidential. Do not share a login. You are responsible for activity under your login. Tell us promptly at support@deal-studio.com if you believe someone has used it without permission.

4.3 Accurate information. Give accurate information and keep it current.

4.4 Deal Studio staff access. Deal Studio staff may need to work inside a Brokerage account to set it up or to support it. They do this only through an operator session that is time-limited, shown on screen, and recorded in an audit log. Operator sessions do not open Personal Items such as a User's mailbox, texts, call records, recordings, or personal notes. We describe this further in our Privacy Policy.

5. Personal and team items, and what Brokerage Admins can do

5.1 Personal by default. Notes, contacts, mailboxes, texts, call records, and recordings are personal to the User who owns them unless that User shares them. Sharing is a deliberate act and can be undone.

5.2 What Brokerage Admins can do. A Brokerage Admin can manage the Brokerage's settings, Users, firm profile, firm contacts, and Team Items. A Brokerage Admin can see the firm's contact list (name, owner, and linked deal) so that contacts can be reassigned when someone leaves. A Brokerage Admin can turn the Brokerage's contact sharing settings on or off.

5.3 What Brokerage Admins cannot do. A Brokerage Admin cannot read another User's mailbox, texts, call records, recordings, or personal notes through the Platform, and cannot force a User's personal contact to become a firm contact. Texts and calls are carried by the Brokerage's CRM and marketing automation account, and people with administrator access to that account may be able to see them there. Deal Studio does not control who the Brokerage gives that access to.

5.4 Contacts that reach your firm's CRM. Some features run through your Brokerage's CRM and marketing automation account: texting and calling through your line, adding a contact to an automation or campaign, booking a contact, and marketing sends. When you use one of these features with a personal contact, that contact's name, email, phone number, and you as the owner are added to the Brokerage's CRM, where the Brokerage's administrators can see them. Your notes, tasks, deals, labels, and personal fields are not added. We show you this notice the first time it applies to you.

5.5 When a User leaves. If a User leaves a Brokerage, the Brokerage Admin can reassign firm contacts and Team Items. The departing User's Personal Items are not given to the Brokerage. For 30 days after a User is removed, the departing User can export their Personal Items in the Platform, or ask us for an export if their login is no longer active.

6. Customer Data

6.1 You own your Customer Data. As between you and Deal Studio, the Brokerage owns its Customer Data. We do not claim ownership of it.

6.2 Permission you give us. You give Deal Studio a limited permission to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Services for you, as described in these Terms, the DPA, and our Privacy Policy.

6.3 Deal Studio as your service provider. For Customer Personal Data, the Brokerage decides why and how it is used, and Deal Studio processes it on the Brokerage's behalf and on its instructions. The DPA sets out those commitments and forms part of these Terms.

6.4 Your responsibilities for Customer Data. You are responsible for:

• having the right to put Customer Data into the Services and to connect each Connected Service;
• giving the people whose information you hold the notices your business needs to give them, including your own privacy notice;
• getting any consent you need from the people you contact, record, text, call, email, or rate;
• the accuracy of Customer Data and how you use it.

6.5 Aggregated data. We may create statistics about how the Services are used, such as feature counts and error rates, that do not identify you, your Brokerage, or any person. We use them to run and improve the Services. We do not use Customer Data to train AI models.

7. Connected Services

7.1 Your permission. A Connected Service works only with the permission you give it, through that provider's own sign-in page. You can disconnect it at any time inside the Platform, and for Google and Microsoft accounts also from your account settings with that provider.

7.2 Mail, calendar, and meetings. We use Nylas, a connection service, to connect mailboxes and calendars hosted by Google, Microsoft, Apple iCloud, Yahoo, and other email providers, and to create meeting links with Zoom. When you connect a Google account, Google's sign-in screen may show the name Nylas. Our Privacy Policy explains what we read, what we keep, and what we delete.

7.3 Your providers' terms. Each Connected Service has its own terms and privacy policy, and you are responsible for your account with that provider, including its fees. A Connected Service may change, limit, or end what it offers. We are not responsible for a Connected Service's availability, content, or practices.

7.4 Disconnecting. When you disconnect a mailbox, calendar, or Zoom account, we end our access and delete the connection. We also delete what we kept from it as described in our Privacy Policy.

8. AI Features

8.1 What AI Features do. AI Features can draft messages, summarize meetings and documents, sort mail you choose to have sorted, suggest tasks and criteria, and create marketing content.

8.2 A person decides. AI output is a suggestion. AI Features do not send a message, post content, or contact a buyer, seller, or client until a person approves it. You are responsible for reviewing AI output before you rely on it or share it. AI output can be wrong, incomplete, or similar to output given to others.

8.3 Our AI provider. Unless your Brokerage gives an AI Feature one of its own AI provider keys under Section 8.6, we run AI Features on Anthropic's models under Anthropic's commercial terms, using Deal Studio's own account. Our Privacy Policy explains what is sent and what Anthropic's terms say about training.

8.4 Limits. We set daily limits on AI use for each Brokerage and each User to keep the Services fair and stable. Your Order may set different limits.

8.5 Who owns AI output. As between you and Deal Studio, AI output you generate in the Platform from your Customer Data is Customer Data, subject to Section 18.3. We do not promise that AI output is unique or that it can be protected by copyright.

8.6 Your Brokerage's own AI provider. Where Deal Studio turns this option on for your Brokerage, a Brokerage Admin may add one or more of the Brokerage's own AI provider keys, for Anthropic, Google Gemini, OpenAI, or Perplexity, and choose which key runs which AI Features: a default key for most AI Features, a key for the assistant, and a key for images (Google Gemini or OpenAI). A Perplexity key is held for a future research feature. AI Features not given a key run on our own account under Section 8.3. Image generation is available only on the Brokerage's own key. Only a Brokerage Admin can add or remove a key, and only after accepting the notice shown in the Platform for that key. Once a key is saved, AI requests that use it run under your Brokerage's own agreement with that provider, not ours, and that agreement governs that data. That provider is a Connected Service under Section 7, and your Brokerage is responsible for its terms, settings, and charges, and for how it handles data. For Google Gemini, your Brokerage must use only a key from a Google Cloud project with billing enabled, never a free AI Studio key, and your Brokerage Admin must confirm this when saving the key. We rely on that confirmation. We send only what each request needs, and we ask the provider not to keep the exchange where the provider offers that. If a key stops working or runs out, the AI Features that use it pause for your Brokerage and your Brokerage Admins are told. We never switch those features to our own account. Use on your own keys does not count against our limits for the Brokerage, but limits for each User still apply. Turning the option off removes your Brokerage's keys. Images generated this way are saved to your Brokerage's MarketOps Media, with the provider recorded, and stay unapproved until a Brokerage Admin approves them. Sections 8.2 and 8.5 apply whichever provider runs the request.

9. Recordings and transcripts

9.1 You choose to record. Recording and transcription features work only when a User turns them on. Recordings are personal to the User who made them unless that User shares them.

9.2 Consent is your responsibility. Rules on recording conversations differ by place, and in some places everyone on the call may need to agree. Before you record, you are responsible for giving any notice and getting any consent that applies to you and to everyone on the call, wherever they are. Do not record if you cannot.

9.3 Where recordings come from. For Zoom meetings, recording happens in Zoom and Zoom shows its own recording notice. That notice may not be enough on its own, and Section 9.2 still applies.

10. Texts, calls, and email marketing

10.1 You are the sender. When you send a text, place a call, or send an email or campaign through the Services, you are the sender of that message. Deal Studio provides the tools. We do not review, approve, or send your messages on our own initiative.

10.2 Your responsibilities. You are responsible for complying with the laws and carrier rules that apply to your messages and calls, including those on consent, calling hours, identification, opt-outs, unsubscribes, and record keeping, in every place where the people you contact are located, including Canada.

10.3 What the Platform does to help. The Platform includes safeguards, such as opt-out handling, quiet hours for scheduled text campaigns, required unsubscribe links and postal addresses in marketing email, and consent records for personal contacts in text campaigns. These safeguards help. They do not replace your own judgment or your legal duties, and you must not try to get around them.

10.4 Business texting registration. Text campaigns require your Brokerage's sending line to be registered for business texting with the carriers. We may block campaign sends until registration is approved.

11. Buyers, sellers, and deal information

11.1 Guest access. Guests reach the Platform through a link or code sent by a broker. A Guest sees only the listings, documents, and data rooms the broker shares. Do not share your link or code.

11.2 Confidential deal information. Listings, financials, data room documents, and buyer and seller information are often confidential. If you receive deal information through the Services, you agree to use it only for the deal it was shared for, to keep it confidential, and to honor any non-disclosure agreement you signed. Non-disclosure agreements signed through the Services are between you and the broker or seller, not Deal Studio.

11.3 Activity is recorded for the broker. When a Guest opens a portal, views or downloads a document, or signs a non-disclosure agreement, the Platform records that activity and shows it to the broker. Our Privacy Policy explains this.

11.4 Buyer and lead ratings. Brokers can set criteria that give buyers or leads a rating to help them decide where to look first. Ratings are calculated from deal activity and information the broker chooses, are shown only to the broker's own team, and are not a decision about any person. The Platform refuses criteria that name a protected characteristic, and brokers must not try to rate anyone on one.

12. Acceptable use

You agree not to:

• use the Services in violation of any law or anyone's rights;
• send spam, or texts, calls, or emails to people who have not agreed to receive them where agreement is required;
• record anyone without the notice and consent that applies;
• access an account, Brokerage, listing, or data that is not yours, or try to get around access controls, quiet hours, opt-outs, approval steps, or usage limits;
• share a login, invitation link, or portal code with someone it was not meant for;
• upload malicious code, or probe, scan, or test the security of the Services without our written permission;
• scrape or copy the Services or their data by automated means without our written permission;
• use the Services to build a competing product;
• use AI Features to create content that is unlawful, deceptive, or discriminatory, or to make decisions about people based on protected characteristics;
• use the Services to collect or rate information about a person's race, ethnicity, religion, national origin, sex, sexual orientation, age, disability, familial status, or other protected characteristic;
• impersonate anyone or misrepresent your affiliation.

13. No professional advice, and not a party to your deals

13.1 Tools, not advice. The Services, including AI output, templates, valuations tools, ratings, guides, and free resources, are tools and information. They are not legal, tax, accounting, financial, investment, valuation, or brokerage advice.

13.2 Not a party, not a broker. Deal Studio is not a party to any transaction between a broker, buyer, or seller. Deal Studio does not act as a business broker, M&A advisor, broker-dealer, or investment adviser, does not negotiate deals, does not hold funds, and is not paid based on whether a deal closes or on its value.

13.3 Results. Examples and stories about other brokers' results are illustrations and do not promise similar results.

14. Beta features

Some features are labeled beta, preview, or early access. They may change, have more errors, or be withdrawn without notice. They are provided as they are, without any service commitment, and Section 21 applies to them in full. Do not rely on a beta feature as your only record of anything.

15. Support and availability

15.1 Support. We provide support through our support desk at support@deal-studio.com during normal business hours, Monday to Friday, Eastern Time. Your Order may include a higher level of support. For adding, using, or removing our Zoom app, see our Zoom guide.

15.2 Availability. We work to keep the Services available but do not promise uninterrupted service. We may carry out planned maintenance and will try to schedule it outside normal business hours.

16. Fees and billing

16.1 Fees. Fees, billing period, tier, and seats are set out in your Order. Unless the Order says otherwise, fees are billed in advance, are payable within 15 days of invoice, and are in US dollars.

16.2 Renewal. Unless your Order says otherwise, your subscription renews for the same period at the end of each term unless either party gives notice of non-renewal at least 30 days before the renewal date. We will remind Brokerage Admins of an upcoming annual renewal at least 30 days before it, and give at least 30 days' notice of any price increase at renewal.

16.3 Taxes. Fees do not include taxes. You are responsible for taxes on your purchase other than taxes on our income.

16.4 Late payment. If an invoice is more than 30 days overdue, we may suspend the Services after giving Brokerage Admins at least 10 days' written notice.

16.5 Third-party charges. Charges from Connected Services, including an AI provider your Brokerage chooses under Section 8.6, and from providers you contract with directly are separate and billed by those providers.

17. Confidentiality

17.1 What is confidential. "Confidential Information" means non-public information one party shares with the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Our non-public pricing, security information, and software are our Confidential Information.

17.2 Our promises to each other. Each party will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will share it only with its people and service providers who need it and are bound by confidentiality duties at least as protective as these.

17.3 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from someone else without a duty of confidentiality. A party may disclose Confidential Information when the law requires it, after giving the other party notice where lawful so it can seek protection.

18. Intellectual property

18.1 Ours. The Services, including their software, design, text, templates, and logos, and the methods, prompts, and design systems behind the CIM and creative engines, belong to Deal Studio or its licensors. Subject to these Terms and your Order, we give you a limited, non-exclusive, non-transferable right to use the Platform for your own business during your subscription.

18.2 Restrictions. You may not copy, modify, distribute, sell, rent, or reverse engineer the Services, except where the law allows despite this restriction.

18.3 CIMs, marketing materials, and other output. As between you and Deal Studio, the content of a CIM, flyer, post, or other document you create in the Platform from your Customer Data belongs to your Brokerage. The templates, layouts, design systems, and software used to produce it remain ours, and you may use them only as part of the finished document.

18.4 Feedback. If you send us ideas or suggestions, we may use them without any obligation to you.

19. Third-party services

The Services rely on third-party providers listed at site.deal-studio.com/subprocessors. We are responsible for the providers we choose to use to run the Services, as set out in the DPA. Connected Services you choose to use are governed by Section 7. An AI provider your Brokerage chooses under Section 8.6 is your Brokerage's own provider, not one of ours.

20. Suspension and ending

20.1 Suspension. We may suspend access, in whole or in part, if we reasonably believe it is needed to protect the Services, other customers, or any person, or if an account is used in breach of Section 12. We will tell Brokerage Admins why where we reasonably can, and restore access when the issue is fixed.

20.2 Ending. Either party may end a subscription as its Order allows. Either party may also end it on written notice if the other materially breaches these Terms and does not fix the breach within 30 days after notice.

20.3 Your data when a subscription ends. For 30 days after a subscription ends, a Brokerage Admin can export the Brokerage's Customer Data with the Platform's export tools, or ask us for an export if the account is no longer active. After that period we delete Customer Data as set out in the DPA and our Privacy Policy, except where the law requires us to keep it. Information in the Brokerage's own CRM and marketing automation account is controlled by the Brokerage and is not deleted by Deal Studio.

20.4 What continues. Sections 6, 13, 17, 18, 20.3, 21, 22, 23, 24, and 26 continue after a subscription ends.

21. Warranties and disclaimers

21.1 Our commitments. We will provide the Services with reasonable skill and care and in line with these Terms, the DPA, and our Privacy Policy, and we will not materially reduce the security of the Services during your subscription.

21.2 Disclaimer. Except as set out in Section 21.1 and to the extent the law allows, the Services are provided "as is" and "as available," and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not promise that the Services will be uninterrupted or error-free, or that AI output will be accurate.

22. Limitation of liability

22.1 No indirect damages. To the extent the law allows, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost deals, arising out of or related to these Terms, even if told they were possible.

22.2 General cap. To the extent the law allows, each party's total liability arising out of or related to these Terms is limited to the fees paid and payable by the Brokerage to Deal Studio for the Services in the twelve (12) months before the event giving rise to the claim. For a Guest or anyone without an Order, our total liability is limited to one hundred US dollars.

22.3 Data protection cap. For claims arising from a breach of Section 17 or of the DPA, each party's total liability is limited to two (2) times the amount in Section 22.2.

22.4 What is not limited. Sections 22.1 to 22.3 do not limit liability for fraud, gross negligence, or willful misconduct, for a party's indemnity obligations under Section 23, for the Brokerage's obligation to pay fees, or for anything else the law does not allow to be limited.

23. Indemnities

23.1 By you. The Brokerage will defend Deal Studio against claims brought by third parties, and pay the resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement, to the extent the claim arises from: Customer Data; messages, calls, recordings, or campaigns sent or made by its Users through the Services; its use of a Connected Service, including an AI provider it chooses under Section 8.6; ratings or decisions made by its Users about any person; or its breach of Section 12.

23.2 By us. Deal Studio will defend the Brokerage against third-party claims, and pay the resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement, to the extent the claim alleges that the Platform, as we provide it, infringes that party's intellectual property rights, or arises from our breach of the DPA. This does not apply to claims caused by Customer Data, by combinations with things we did not provide, or by changes we did not make.

23.3 Process. The party seeking defense must tell the other promptly, let it control the defense and settlement (except that no settlement may impose an admission or obligation on the defended party without its consent), and give reasonable help at the defending party's cost.

24. Governing law and disputes

24.1 Governing law. These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules.

24.2 Talk to us first. Before starting a formal proceeding, the party with a dispute will send a written notice describing it, and both parties will try in good faith to resolve it for at least 30 days.

24.3 Where disputes are heard. Disputes that are not resolved will be heard in the state or federal courts located in New Hanover County, North Carolina, and each party consents to those courts. Either party may bring an individual claim in small claims court if it qualifies, and may seek urgent relief in any court to protect its confidential information or intellectual property.

25. Changes to these Terms

25.1 How we change them. We may update these Terms. We will post the new version with a new version number and effective date, and keep earlier versions available at site.deal-studio.com/legal/archive.

25.2 Notice of material changes. For a change that materially reduces your rights or increases your obligations, we will notify Brokerage Admins by email and in the Platform at least 30 days before it takes effect, except where a change is required by law or needed to address a security risk, which may take effect sooner. Users will be asked to accept the new version the next time they sign in.

25.3 If you do not agree. If a Brokerage does not agree to a material change, it may end its subscription before the change takes effect and receive a pro-rated refund of prepaid fees for the unused period. Otherwise the change applies from its effective date, but it does not apply to a dispute that arose before then.

26. General

26.1 Notices. We send notices to Brokerage Admins by email or in the Platform. You send notices to privacy@deal-studio.com and by mail to the address below.

26.2 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of all or most of its business or assets, with notice.

26.3 Events outside our control. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

26.4 Independent parties. The parties are independent contractors.

26.5 Whole agreement. These Terms, the DPA, the Privacy Policy, and your Order are the whole agreement on their subject and replace earlier discussions about it.

26.6 Severability and waiver. If part of these Terms cannot be enforced, the rest stays in effect. Not enforcing a right is not a waiver of it.

26.7 Export and sanctions. You will not use the Services in violation of US export control or sanctions laws.

27. Contact us

Business Brokerage Press, Inc., d/b/a Deal Studio
2726 Warlick Drive, Wilmington, NC 28409
Questions about these Terms: privacy@deal-studio.com
Support: support@deal-studio.com