Terms of Service

1. Agreement to These Terms

These Terms of Service (the “Terms”) are a binding agreement between you and Zogby LLC, a Florida limited liability company (“Zogby,” “we,” “us,” or “our”), the operator of the website and platform located at www.zogby.io, including all related pages, dashboards, tools, memberships, and services (collectively, the “Platform”).

By creating an account, checking a box indicating acceptance, or accessing or using the Platform in any way, you agree to these Terms and to our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not use the Platform. If you use the Platform on behalf of a company or other entity, you represent that you are authorized to bind that entity, and “you” refers to that entity.

Certain features are governed by additional agreements you accept separately, including listing engagement terms, non-disclosure agreements (“NDAs”) between buyers and sellers, and the Referral Agreement for affiliates. If a separately accepted agreement conflicts with these Terms, the separately accepted agreement controls for that feature.

2. What Zogby Is (and Is Not)

Zogby operates a curated marketplace and set of advisory tools through which owners of internet businesses may value, prepare, list, and sell their businesses, and through which prospective buyers may discover and pursue acquisitions. Zogby may also provide deal support, communications tools, valuation tooling, memberships, and related services.

Zogby is not a law firm, accounting firm, tax advisor, registered investment adviser, licensed appraiser, or securities broker-dealer, and nothing on the Platform constitutes legal, tax, accounting, investment, or appraisal advice. Transactions facilitated through the Platform are between buyers and sellers; Zogby is not a party to any purchase agreement between users, does not take title to any business, and does not guarantee that any business will sell, that any buyer will complete a purchase, or that any particular price or outcome will be achieved.

You are solely responsible for conducting your own due diligence and for engaging your own legal, tax, and financial advisors before entering into any transaction. You should assume that any acquisition of a business involves substantial risk, including the risk of total loss.

3. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract to use the Platform. The Platform is not directed to, and may not be used by, anyone under 18.

You agree to provide accurate, current, and complete information when creating an account and to keep it updated. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials. Notify us immediately at ben@zogby.io if you suspect unauthorized use of your account. We may refuse, suspend, or terminate accounts at our discretion, including for violation of these Terms.

You may sign in using third-party authentication (such as Google). Your use of those services is governed by their own terms, and we are not responsible for them.

4. The Services

(a) Valuation tools. The Platform provides valuation estimates based on information you supply and on modeling assumptions we choose. Valuations are estimates for informational purposes only, are not appraisals, and are addressed further in Section 8.

(b) Listings and the marketplace. Sellers may submit businesses for listing. Zogby may accept, decline, edit, anonymize, or remove any listing at its sole discretion. Public listing pages display anonymized teaser information; detailed information is made available to buyers only after an NDA is requested and approved.

(c) Deal rooms and messaging. The Platform provides communication tools between buyers, sellers, and Zogby. You agree that deal communications may be reviewed by Zogby for support, quality, safety, and compliance purposes.

(d) Memberships. The Platform offers paid memberships, currently including the Exit Ramp (tools for founders preparing a future sale) and the Buyers' Club (enhanced access and deal flow for acquirers). Membership features are described on the Platform, may change over time, and are subject to the payment terms in Section 5. Some membership benefits are delivered on a periodic or as-available basis (for example, early-access windows, off-market opportunities that depend on seller consent, and market memos), and specific volumes of deal flow are not guaranteed.

(e) Affiliate program. Participation in the affiliate/referral program is governed by the Referral Agreement accepted within the Platform (or any separately signed referral agreement, which controls over the electronic version to the extent of any conflict).

(f) Changes to the Services. We may add, modify, or discontinue features at any time. Where reasonably practicable, we will provide notice of material changes that adversely affect paid features.

5. Fees, Subscriptions, and Payments

(a) Fees generally. Certain features require payment, including listing fees, success fees payable upon the sale of a listed business, and recurring membership subscriptions. Applicable fees are disclosed on the Platform or in your listing engagement terms at the time of purchase.

(b) Subscriptions. The Zogby Membership is billed as one recurring annual subscription (currently $399 per year unless otherwise stated at checkout) through our payment processor and unlocks the paid features of the Services, including off-market deal flow, the Exit Ramp, market insights, the community, and the resource libraries. Legacy subscriptions purchased before the combined membership continue on their original terms until canceled. Subscriptions renew automatically each billing period until canceled. You may cancel at any time, effective at the end of the current billing period; amounts already paid are non-refundable except where required by law or expressly stated otherwise. If a renewal payment fails and is not cured, membership access may be revoked.

(c) Payment processing. Payments are processed by Stripe, Inc. We do not receive or store full payment card numbers. Your payments are also subject to Stripe's terms and privacy policy.

(d) Success and listing fees. Where a business listed through the Platform is sold, the seller agrees to pay the success fee stated in the applicable listing terms accepted at the time of listing. Listing fees are earned upon commencement of the listing process and are non-refundable unless expressly stated otherwise.

(e) Taxes; chargebacks. You are responsible for any taxes associated with your use of the Platform (other than taxes on our income). Initiating a chargeback on legitimately incurred fees is a breach of these Terms; we reserve the right to suspend accounts with outstanding chargebacks and to recover reasonable costs of collection.

(f) Complimentary or administrative access. We may grant, modify, or revoke complimentary access to paid features at our discretion; complimentary access carries no entitlement to continued access.

(g) Price changes. We may change subscription pricing prospectively with reasonable advance notice; changes apply from your next billing period after the notice.

6. Seller Obligations and Representations

If you list, or take steps toward listing, a business on the Platform, you represent, warrant, and covenant that: (i) you own the business or are duly authorized to sell it and to bind its owners; (ii) all information you provide, including financial figures, profit-and-loss data, metrics, and documents, is true, complete, and not misleading, and you will promptly correct any material inaccuracy; (iii) you have the right to share the information you provide and doing so violates no obligation to any third party; (iv) you will engage genuinely with buyer inquiries made through the Platform and will not use the Platform primarily to fish for competitive information; and (v) you will comply with the exclusivity, fee, and cooperation provisions of any listing terms you accept.

You acknowledge that Zogby relies on the information you provide in preparing valuations and listings, that buyers rely on it in evaluating your business, and that you are solely responsible for its accuracy. Zogby may verify data through integrations you connect (such as Stripe) and may label information as verified or unverified accordingly.

7. Buyer Obligations; Confidentiality; Non-Circumvention

If you request access to a listing's confidential information, you must first agree to the applicable NDA. You agree to: (i) use confidential listing information solely to evaluate a potential acquisition through the Platform; (ii) not disclose it to any third party except advisors bound by confidentiality; (iii) not use it to compete with, solicit customers or employees of, or otherwise harm the business; and (iv) destroy or return it upon request or upon deciding not to proceed.

Non-circumvention. For any business you were introduced to through the Platform, you agree not to negotiate, pursue, or consummate a transaction with that business off-Platform in a manner designed to avoid Zogby's fees, for a period of 24 months following the introduction. Any transaction consummated with a business introduced through the Platform within that period is deemed to have been facilitated by Zogby, and applicable fees remain payable.

Zogby may suspend or terminate access, and pursue any available remedy, for breach of an NDA or of this Section. You acknowledge that breach of confidentiality or non-circumvention obligations may cause irreparable harm for which monetary damages are inadequate, and that injunctive relief is an appropriate remedy in addition to any others.

8. Valuations and No Professional Advice

Valuations, value ranges, multiples, driver analyses, readiness scores, market memos, and similar outputs generated by the Platform are estimates produced by models applied to information supplied by users and to assumptions selected by Zogby. They are provided for informational purposes only.

Valuations are not appraisals, fairness opinions, or guarantees of price, and actual sale prices may differ materially. Outputs may be inaccurate, incomplete, or out of date, including because the underlying inputs are inaccurate. You agree not to rely on Platform outputs as the sole basis for any financial decision and to seek independent professional advice appropriate to your situation.

Valuation submissions. If you submit information to our valuation tools (whether or not you create an account), you consent to Zogby selling or sharing that submission — including your contact details and the business and financial information you provide — to or with third-party partners, who may use it to contact you about relevant products or services or for their own business purposes. You may opt out of the sale or sharing of your valuation submission at any time by emailing ben@zogby.io, and residents of certain jurisdictions have additional opt-out rights described in the Privacy Policy.

9. AI Features

Certain Platform features use artificial intelligence, including tools that extract financial data from documents you upload (such as profit-and-loss statements) and tools that generate summaries, analyses, or content. AI outputs can contain errors. You are responsible for reviewing and confirming any AI-extracted or AI-generated content before relying on it or presenting it to others, and the Platform will generally give you the opportunity to review such content before it is applied.

By using AI features, you consent to the processing of the content you submit by our AI service providers, acting on our behalf under contractual confidentiality obligations, solely to provide the feature. See the Privacy Policy for more detail.

10. Your Content; License; Aggregated Data

You retain ownership of the content and data you submit to the Platform (“User Content”). You grant Zogby a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, adapt, anonymize, display, and distribute User Content as reasonably necessary to operate, provide, secure, and improve the Platform and to market listings you ask us to market (including creating anonymized teasers and share images).

You agree that Zogby may create and use aggregated and de-identified data derived from Platform activity (for example, valuation multiples by category, demand statistics, and market trends) for any lawful purpose, including market intelligence products, provided such data does not identify you or your business.

You represent that you have all rights necessary to grant the licenses above and that your User Content does not infringe any third party's rights.

11. Acceptable Use

You agree not to: (i) provide false, misleading, or fraudulent information; (ii) impersonate any person or entity; (iii) use the Platform to send spam or unlawful communications; (iv) scrape, harvest, or systematically extract data from the Platform, or access it by automated means except through interfaces we provide; (v) reverse engineer, probe, or disrupt the Platform or its security; (vi) upload malware or malicious code; (vii) infringe intellectual property, privacy, or confidentiality rights; (viii) use the Platform in violation of applicable law, including securities, brokerage, privacy, and anti-money-laundering laws; (ix) list or attempt to transact in businesses engaged in unlawful activity; or (x) interfere with any other user's use of the Platform.

We may investigate suspected violations and may remove content, restrict features, suspend, or terminate accounts, and cooperate with law enforcement, in each case at our discretion.

12. Intellectual Property

The Platform, including its software, design, text, graphics, logos, valuation models, and all related intellectual property, is owned by Zogby or its licensors and is protected by law. Except for the limited right to use the Platform in accordance with these Terms, no rights are granted to you. “Zogby” and associated logos are marks of Zogby LLC; you may not use them without our prior written consent.

If you provide feedback or suggestions, you grant us the right to use them without restriction or compensation.

13. Third-Party Services

The Platform interoperates with third-party services, including payment processing (Stripe), authentication (Google), hosting and infrastructure, email delivery, data integrations you choose to connect, and scheduling links provided by users (such as Calendly or Cal.com links behind “Book a call” buttons). Third-party services are governed by their own terms and privacy policies, and Zogby is not responsible for them. Connecting an integration authorizes us to receive and use the data it provides as described in the Privacy Policy.

14. Communications

By creating an account, you consent to receive communications from Zogby electronically, including transactional emails (such as deal activity, NDA requests, receipts, and account notices) and marketing or informational emails about Zogby products, listings, and market insights. You may opt out of marketing emails at any time using the unsubscribe link in those emails or by contacting us; transactional and legal notices are not affected by marketing opt-outs because they are necessary to operate your account.

You agree that notices we send to the email address associated with your account satisfy any requirement of written notice.

15. Suspension and Termination

You may stop using the Platform at any time and may request deletion of your account. We may suspend or terminate your access at any time, with or without notice, if we reasonably believe you have violated these Terms or an accepted agreement, created risk or legal exposure for us or other users, or where required by law.

Upon termination: (i) rights granted to you under these Terms end; (ii) fees already accrued (including success fees on transactions originated through the Platform, and subscription fees for the current period) remain payable; and (iii) provisions that by their nature should survive do survive, including Sections 5 through 12 and 14 through 20.

16. Disclaimers

THE PLATFORM AND ALL CONTENT, VALUATIONS, LISTINGS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. ZOGBY DOES NOT WARRANT THE CONDUCT, IDENTITY, OR CREDITWORTHINESS OF ANY USER, THE ACCURACY OF ANY LISTING OR USER-PROVIDED INFORMATION, OR THAT ANY TRANSACTION WILL BE COMPLETED.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) ZOGBY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) ZOGBY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO ZOGBY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND ZOGBY. Some jurisdictions do not allow certain limitations, so some may not apply to you.

18. Indemnification

You agree to indemnify, defend, and hold harmless Zogby and its members, managers, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your User Content or the information you provide; (ii) your use of the Platform; (iii) your breach of these Terms or any agreement accepted through the Platform; (iv) any transaction between you and another user; or (v) your violation of applicable law or of any third party's rights.

19. Governing Law; Disputes

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles. You and Zogby consent to the exclusive jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts for any dispute arising out of or relating to these Terms or the Platform, and each party waives any objection to venue in those courts.

Informal resolution first: before filing a claim, you agree to contact us at ben@zogby.io and give us 30 days to attempt to resolve the dispute informally.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION; CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. Except where prohibited by law, any claim must be brought within one (1) year after it accrues. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

20. Changes to These Terms; General

We may update these Terms from time to time. Material changes will be indicated by updating the effective date above and, where appropriate, by additional notice on the Platform or by email. Your continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

General. These Terms, together with the Privacy Policy and any agreements you accept through the Platform, are the entire agreement between you and Zogby regarding the Platform and supersede prior agreements on that subject. If any provision is held unenforceable, the remainder remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them freely. Neither party is liable for delay or failure caused by events beyond its reasonable control. Headings are for convenience only.

21. Contact

Zogby LLC · www.zogby.io · ben@zogby.io. Questions about these Terms are welcome at that address.