1.1 Binding Agreement

By creating an account, listing a business, browsing listings, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1.2 Changes to Terms

We reserve the right to modify, update, or replace any part of these Terms at our sole discretion. Any changes become effective immediately upon posting. Your continued use of the Platform after changes have been posted constitutes acceptance of those changes.

2.1 Marketplace Platform

Hillcrest provides an online marketplace connecting buyers and sellers of businesses, websites, or other digital assets ("Listings"). We do not own, operate, or endorse the Listings posted by users.

2.2 No Guarantee of Transaction

Hillcrest does not guarantee the completeness, accuracy, or legality of any Listing, nor the ability of sellers to sell or buyers to purchase. All transactions are negotiated and concluded directly between Users.

2.3 Document Tools

The Platform may offer document-automation tools (e.g., LOI and APA builders) and template language. These tools are self-help resources provided “as-is” for convenience only; they are not a substitute for legal advice and may not be suitable for your specific transaction or jurisdiction. Hillcrest does not review, customize, or guarantee any document output.

2.4 Third-Party Services

The Platform integrates third-party services (e.g., Stripe Identity, Plaid, Escrow.com). Your use of those services is subject to their terms and privacy policies. Hillcrest does not control or assume responsibility for third-party services and disclaims all liability arising from their acts, omissions, outages, or data handling.

2.5 Asset Sales Only; No Securities

The Marketplace facilitates asset sales only. Listings offering equity, debt, or other securities are prohibited and may be removed. Hillcrest does not solicit, negotiate, or execute securities transactions and is not a broker-dealer or investment adviser.

2.6 No Money Transmission; Not an Escrow Agent

Hillcrest does not receive, hold, or transmit funds for Users and is not a money transmitter or escrow agent. All payments are handled by third parties (e.g., Escrow.com). Any payment disputes are governed by the third party’s terms.

2.7 Partner & Advisor Disclosures

Hillcrest may refer you to third-party partners or advisors and may receive referral compensation where permitted by law. Partners and advisors are independent contractors; Hillcrest does not control, endorse, or warrant their services. Engagements are solely between you and the partner/advisor.

3.1 Eligibility

You must be at least 18 years old and capable of entering into a legally binding agreement to use the Platform. By registering, you represent and warrant that you meet these requirements.

3.2 Account Registration

You agree to provide accurate and up-to-date information during registration and keep it updated. You are responsible for maintaining the confidentiality of your account credentials.

3.3 Account Suspension or Termination

We reserve the right to suspend or terminate your account without notice if we believe you have violated any provision of these Terms or engaged in fraudulent, abusive, or unlawful activity.

4.1 Listing Accuracy

Sellers are solely responsible for the information they provide in their Listings. You affirm that all information is accurate, non-infringing, and lawful.

4.2 Buyer's Due Diligence

Buyers assume all risk when evaluating Listings and must conduct their own due diligence. Hillcrest does not endorse or vet any Listing.

4.3 Prohibited Activities

You agree not to:

• Post fraudulent, misleading, or unlawful content.
• Use the Platform to breach any applicable law or regulation.
• Infringe on the intellectual property or privacy rights of others.
• Scraping, crawling, or automated queries (including bots, spiders, or similar).
• Benchmarking or using the Services to build a competing product or service.
• Posting advertisements or paid placements without Hillcrest’s written consent.
• Listing or facilitating securities or other regulated financial activities.
• Listing securities or conducting regulated financial activities without required registrations or exemptions.
• Listing or transacting prohibited or high-risk businesses (e.g., illegal goods/services, sanctions-restricted parties or jurisdictions).
• Circumventing the Platform or Hillcrest’s fees by transacting off-platform with contacts met through the Platform (see Buyer/Seller Terms §7).

5.1 Platform Fees

Hillcrest may charge listing fees, subscription fees, success fees (commissions), or other charges for the use of certain features or services. All fees are disclosed prior to use of paid features.

5.2 Refunds

Fees are generally non-refundable. Any refund requests are at Hillcrest's sole discretion, subject to applicable laws.

5.3 Taxes

You are responsible for determining and paying any taxes associated with your transactions on or through the Platform.

5.4 Verification Services (Identity & Bank Balance)

Certain features may require identity verification and/or verification of real-time bank balances (collectively, "Verification Services"). We use third-party providers for these services, including Stripe Identity (for identity verification) and Plaid (for bank account and balance information). By initiating Verification Services, you authorize Hillcrest to share the information you provide with these providers and you agree to comply with their terms. Hillcrest charges a non-refundable verification fee per verification attempt/session, as displayed at checkout or on our Pricing page. If a verification is canceled, expires, or fails for any reason, you may be required to start a new session and a new fee may apply. Verification fees are separate from listing, subscription, escrow, and success fees and may be adjusted from time to time to reflect third-party pricing or pass-through costs.

6.1 Hillcrest IP

All content and software on the Platform, excluding user-submitted content, is owned or licensed by Hillcrest and protected by intellectual property laws. You may not use any Hillcrest trademarks, logos, or other proprietary information without our prior written consent.

6.2 User-Submitted Content

You retain ownership of your content. By submitting content, you grant Hillcrest a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, and sublicensablelicense to host, store, reproduce, modify for formatting and presentation, create derivative works from, display, distribute, and otherwise use your content to operate and improve the Platform. Hillcrest may determine placement, edit for presentation (e.g., grammar, formatting), and remove content that violates these Terms.

7.1 Platform "As Is"

The Platform and services are provided "as is" and "as available." We expressly disclaim any warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Platform will be error-free or uninterrupted.

7.2 No Endorsement or Guarantee

Hillcrest does not endorse any user, Listing, or transaction, nor does it guarantee the accuracy of any Listing or the outcome of any transaction.

7.3 No Legal Advice; No Attorney-Client Relationship

Hillcrest is not a law firm and does not provide legal, tax, or accounting advice. Your use of the Platform—including any templates, guidance, or document-automation features—does not create an attorney-client relationship. You should seek independent professional advice for your specific needs.

7.4 Templates and Generated Documents

Any documents, templates, or outputs generated through the Platform are provided without warranties of accuracy, completeness, suitability, or enforceability. You are solely responsible for reviewing, editing, and determining compliance and enforceability, and for obtaining any professional review you deem necessary. Hillcrest disclaims all liability arising from your use of such documents, including where you elect to upload and use your own forms.

7.5 Verification Signals & Non-Endorsement

Identity checks (via Stripe Identity) and bank-balance verifications (via Plaid) are informational signals only. They do not constitute an endorsement, warranty of solvency, or assurance of performance. You remain solely responsible for due diligence and transaction decisions.

7.6 ID Images & Biometric Notice

Identity verification may involve processing of ID images and biometric identifiers by our vendors (e.g., facial geometry). By initiating verification, you provide informed written consent to such processing by the vendor and acknowledge Hillcrest’s role as a facilitator. Hillcrest does not store biometric templates. Retention and deletion are governed by vendor policies and our Privacy Policy.

11.1 Term

These Terms remain in effect so long as you use the Platform or maintain an account.

11.2 Termination

We may terminate or suspend your account or access to the Platform at any time, with or without cause, with or without notice. You may also delete your account at any time.

11.3 Survival

Provisions that by their nature should survive termination (e.g., indemnification, limitation of liability, etc.) will remain in effect after your use of the Platform ends.

12.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of the State of Pennsylvania, without regard to conflict of law principles.

12.2 Arbitration

Any dispute arising out of or related to these Terms that cannot be resolved by good faith negotiation shall be settled by binding arbitration in Pennsylvania, in accordance with the rules of the American Arbitration Association (AAA). The arbitrator's decision shall be final and binding.

12.3 Injunctive Relief

Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction for disputes relating to intellectual property or unauthorized use of the Platform.

12.4 Class Action Waiver

Disputes shall be resolved only on an individual basis. You and Hillcrest waive any right to participate in a class, collective, consolidated, or representative action.

12.5 Business Use Only

The Platform is offered solely for commercial/business use. You represent and warrant that you are using the Platform for business purposes and not for personal, family, or household use.

12.6 Sanctions & Export Controls

You represent that you are not a sanctioned party and will not use the Platform in embargoed countries or in violation of export control or sanctions laws. Hillcrest may suspend access to comply with legal obligations.

12.7 Wire-Fraud & Off-Platform Payments

Confirm payment instructions within the Platform or with our escrow provider. Beware of altered wiring instructions. Hillcrest is not responsible for losses from off-platform or fraudulent payment instructions.

13.1 Entire Agreement

These Terms, together with any policies referenced herein, constitute the entire agreement between you and Hillcrest regarding your use of the Platform.

13.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 No Waiver

The failure of Hillcrest to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13.4 Assignment

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