Effective Date: April 20, 2020
We are Specter Labs OÜ (“Specter”).
THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE WEBSITE OR SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE WEBSITE OR SERVICES. SPECTER RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE DISCRETION. IN THE EVENT SPECTER MODIFIES, AMENDS, OR REPLACES THIS AGREEMENT, THE EFFECTIVE DATE, LOCATED ABOVE, WILL CHANGE. YOUR USE OF THE WEBSITE OR SERVICES AFTER A CHANGE IN THE EFFECTIVE DATE CONSTITUTES YOUR ACQUIESCENCE TO AND ACCEPTANCE OF ANY MODIFICATION, AMENDMENT, OR REPLACEMENT.
- “User” is a person or business that wishes to buy or sell online businesses through Specter, has registered an account with Specter, and has consented to this Agreement.
- “Seller” is a User that has submitted a Business for sale through Specter.
- “Business” is a reference to the Seller’s overall business function offered under one or more brand names and the collection of Assets related to the Business.
- The “Assets” include the following:
a. All accounts associated with the Business, including all associated accounts, content, data, customer lists, databases, files, and artwork;
b. All general intangibles of the Business, including payment intangibles;
c. All instruments of the Business, including promissory notes, books and records, customer lists, email lists and other files related to the Business;
d. All letters of credit and letter-of-credit rights and supporting obligations;
e. All inventory of the Business, including raw materials, finished goods, packaging, and, inventory deposits, if any (“Inventory”);
f. All relevant domain names and associated domain name registrations (“Domain Names”);
g. All rights in, arising out of, or associated with any patents, patent applications, trademarks, service marks, brands, logos, trade dress and all trademark applications or registrations, copyrights and works of authorship, copyright applications or registrations, trade secrets, know-how, inventions, technical information, computer programs, data, databases, applications, code, source code, rights of publicity, and all other intellectual property or proprietary rights (“Intellectual Property”);
h. All licenses for applications or plugins used in connection with the Business;
i. All prepaid expenses and subscriptions associated with the Business;
j. All goodwill and the going concern value of the Business.
In order to use Specter’s Services, you are required to register an account with Specter and consent to this Agreement. Users are permitted to use their account only and are expressly prohibited from providing third parties with access to a User’s account. You agree that in registering an account with Specter, you will provide Specter with accurate, complete, relevant, and current information. Users are solely responsible for maintaining the security and confidentiality of their usernames and passwords. In the event a User account is accessed without a User’s consent, Users are required to immediately provide Specter with written notice.
By registering an account with Specter, you agree Specter may contact you through the details you provided, including but not limited to phone and email, however, you will be authorized to opt out of future emails.
By registering an account with Specter, you warrant and agree that you are either above the age of majority in your nation, state, province, territory, or city, or the age of eighteen (18), whichever is greater. You also warrant that you are of sound mind, have the capacity to contract, and agree to the terms and conditions contained within this Agreement.
By registering an account with Specter, Users warrant and represent they have the full power and legal authority to execute this Agreement. If a User is making this representation on behalf of a business entity or third party, the User warrants that he or she has actual authority to act as an agent of that business entity and third party and have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity.
Sellers represent warrant they have full unencumbered title to the Assets and Business to be sold through Specter’s Services.
Buyers represent and warrant they have sufficient funds to complete the purchase of any Assets and Business in which they make an offer to purchase.
Buyer and Seller represent they are not subject to any voluntary or involuntary petition or proceeding under any bankruptcy, reorganization, insolvency, or similar law relating to the relief of creditors or debtors.
Specter retains the discretion to terminate this Agreement and ban Users from Specter’s Services if a User is in breach of the Agreement, Specter has grounds to believe a User is a repeat violator of this or previous Agreements, or for other grounds based on Specter’s reasonable discretion that a User will cause damage or injury to other Users or Specter.
Process to Submit a Business for Listing with Specter.
1. The first step to listing a Business for sale is submitting information regarding the Business to Specter. 2. Specter, in its sole discretion, will approve or reject the Business for listing on the Website and participation in the Services. Specter reserves the right to reject any submission for any reason or no reason at all.
3. Users submitting a Business to Specter understand and agree that Specter will rely on the facts and representations submitted. User agrees to provide Specter with all relevant information related to the operation of the Business and Assets, including, but not limited to, any relationship with distributors, affiliates, drop-shippers, or any other material information regarding the Business. This information will be truthful, accurate, current, and complete.
4. Specter may provide Users with the ability to upload or transmit user-generated content in association with the Business or Assets, including, but not limited to, text, comments, photographs, images, videos, audio files, profile information, name, likeness, advertisements, listings, information, and designs (collectively “User-Generated Content”). Except as otherwise provided herein, Users warrant that they own all rights in and to the User-Generated Content. By submitting User-Generated Content to Specter, you grant Specter a non-exclusive, irrevocable, royalty-free, worldwide, and perpetual license to use the User-Generated Content for the customary and intended purposes of the Services. These purposes may include, but are not limited to, providing third parties with the Services and archiving or making backups of the Website. Users agree to waive all moral rights in and to the User-Generated Content across the world, whether or not Users have asserted moral rights in or to the User-Generated Content. By submitting User-Generated Content, Users further agree to waive all rights of publicity or privacy with respect to the User-Generated Content. Users warrant that any User-Generated Content submitted will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.
5. Users agree to be cooperative and provide reasonable assistance while the Business is being evaluated, including but not limited to answering inquiries from potential purchasers or Specter within seventy-two hours, and acting in a professional and courteous manner at all times.
6. Unless you expressly disclose specific facts indicating otherwise in writing to Specter in connection with the submission of your Business, by submitting your Business to Specter, you represent and warrant that:
a. You have clear and unencumbered title to the Assets and any related assets to be sold through Specter, including all intellectual property rights;
b. You have not placed the Assets to be sold subject to a mortgage, pledge, lien, or encumbrance, except for those taxes which shall be prorated as of the date of the Completed Migration;
c. You and the Assets are not subject to any voluntary or involuntary petition or proceeding under any bankruptcy, reorganization, insolvency, or similar law relating to the relief of creditors or debtors;
d. The information you have provided to Specter in connection with the Assets or Business is true, accurate, current, and complete, and you have not omitted any material information regarding the performance or value of the Assets;
e. and, To the best of Your knowledge, there is no lawsuit or pending claim or charge against the Assets.
7. The Business has been “Listed” once it appears on the Website. Users and Sellers expressly grant Specter an exclusive right to list, market, or advertise the Business and Assets for sale for a period of three (3) months from the date the Business and Assets were Listed (“Listing Term”).
8. Users understand and agree they may not cancel or other terminate the Listing Term except as provided in this Agreement.
9. Sellers warrant and agree that Specter will be the sole and exclusive listing agent for the Business during the Listing Term and that the Business may only be sold by and through Specter during the Listing Term. Seller may not, directly or indirectly, list, solicit offers, or attempt to sell its Business using any other service, person, or agent for the duration of the Listing Term.
10. During the Listing Term, Seller agrees to continue to operate and maintain the Business in the same manner in which it was operated and maintained prior to the Listing Term, including, but not limited to, taking any and all actions necessary to retain the Business value, which may include, but is not limited to, continued marketing efforts, advertising expenses, customer service, maintaining third-party links, and/or other maintaining any other traffic, revenue, distribution, or referral source, if applicable.
11. Seller agrees not to take any actions outside of its normal business practices or that would otherwise impair or impede the transfer of the Assets or the value of the Assets throughout the Listing Term.
12. During the Listing Term, Sellers agree to maintain accurate and up-to-date business records and to provide the same to Specter in a timely manner upon request.
13. Specter will review and update the Listing approximately every month. Seller agrees to timely respond to Specter’s communications regarding updated Listing. If Seller fails to respond within 72 hours of Specter’s communication, Seller is deemed to have consented to the updated Listing, if any.
14. The Listing is an Offer to Sell. Seller is expressly offering to sell the Business and Assets.
All Listings are listed on Specter's website anonymously. i.e. The NAME or the WEBSITE of the Seller's business is never disclosed publicly. Specter uses a randomized 'ticker' name (example EA, AI, SA, SF, etc.) to showcase the business via the Listing on its website.
The interested Buyer will only learn the Seller's business name, in case the Seller agrees to the introduction offered via Specter. In such case, Specter will connect and introduce the two parties.
In case the Seller, refuses or does not accept the introduction to the Buyer, the NAME or the WEBSITE of the Seller's business will remain anonymous.
1. Specter only discloses non-public information relating to a specific Business after the Seller has accepted an introduction to the interested Buyer.
2. The Buyer is required to specifically request non-public information for each Business it is interested in purchasing.
3. The Buyer will be provided Confidential Information only after submitting the introduction request and after the Seller accepts the introduction.
4. “Confidential Information” shall mean non-public, proprietary information revealed by Specter or Seller of an applicable Business listing (whether in writing, orally or by any other means) including, but not limited to, (a) information expressly marked or disclosed as confidential, (b) all forms and types of financial, traffic, user, and/or other business information, (c) any and all details relating to the Assets, Specter, or the Seller of an applicable Business listing, including the relevant URL, the Seller’s profits and losses or balance statement, Seller’s contact information, and any other information related to the Assets or Business. This provision is intended to be broadly construed such that all non-public information obtained by a User or Buyer will be considered Confidential Information.
5. Confidential Information will at all times be, and will at all times remain, the property of the providing party and all applicable rights, including, but not limited to, all intellectual property rights, rights of publicity, or other personal or proprietary rights embodied in the Confidential Information will remain in the providing party. Buyer agrees that it will treat all such Confidential Information as confidential and will not disclose such Confidential Information to any third party; provided, that a Buyer may disclose the Confidential Information to its Representatives (as defined below) who have a need to know such information in connection with the evaluation of the Assets. A Buyer shall use at least the same degree of care to avoid disclosure of such Confidential Information as it would use with respect to its own confidential information of like importance.
6. A Buyer shall not use Confidential Information for any purpose other than to evaluate the Business and Assets for purchase. A Buyer will prohibit all third-parties that come into possession of the Confidential Information as a result of their access to it from using it for any purpose other than to evaluate the Business for purchase, including agents, financial advisors, employees, contractors, officers, and directors (collectively, “Representatives”). Buyer is prohibited from using the Confidential Information to circumvent Specter or its Services in any manner, including, but not limited to, by making direct offers to purchase the Business or Assets from Seller outside of Specter’s terms, process, or knowledge.
7. Buyer is strictly prohibited from using the Confidential Information to obtain non-public information from a competitor, to form a competing business, to register domain names pertaining or related to the Assets or Business, to obtain keyword lists, user lists, or traffic numbers, or to take any other actions by which Buyer or any other party under Buyer’s ownership or control uses the Confidential Information for purposes outside of the evaluation of the Business for purchase.8. In the event that a Buyer is required by law to disclose any Confidential Information, the Buyer will cooperate with the providing party and, when possible pursuant to statutory or regulatory authority, provide the providing party with prompt, advance written notice so that the providing party may seek a protective order, prevent against the disclosure of Confidential Information, or waive compliance with the provisions of this Agreement.9. Buyers understand and agrees that Sellers agree to list Businesses for sale through Specter based on trust that Seller’s Confidential Information will not be misappropriated and that the Buyer’s actions to breach that trust will cause Specter damages the precise amount of which may be extremely difficult or impracticable to determine. Accordingly, in the event that Specter files an action to enforce the restrictions imposed by this Section, it shall be entitled to the entry of an injunction without the necessity of having to post a bond, which injunction shall remain in place pending completion of any action commenced. Notwithstanding Specter’s right to obtain an injunction, Specter will also be entitled to recover $25,000 in liquidated damages against the breaching party plus Specter’s costs and attorneys’ fees in association with the breach.
1. Buyer agrees that all offers to purchase Business or Assets listed on Specter’s Website or through Specter’s Services are required to be communicated in writing and through Specter such that Specter is specifically on notice and aware of any and all pending offers.
2. Buyer and Seller understand and agree that the purpose of this provision is to avoid confusion in the sales process, including but not limited to the avoidance of a Seller agreeing to sell the Assets to multiple parties.
3. Buyer’s offer to purchase a Business is incorporated into this Agreement as if fully stated herein. Buyer understands and agrees it is obligated to fulfill the purchase of the Business if its offer is accepted, including but not limited to the payment of the Purchase Price, completing the Migration Process, and completing all other obligations of this Agreement.
4. If two or more Buyers offer to purchase the Business, the Seller decides which offer it wants to accept. It can also decide to try to combine the offers, in case the Buyers agree to such transaction.
5. Buyer and Seller understand and agree that they have the option to retain legal counsel and draft and negotiate their own agreement to consummate the sale of the Business.
All Users agree that Specter's role is solely to introduce the two parties (that is Seller and Buyer). Specter holds no responsibility for the negotiation and/or sale process.
All Users agree to hold harmless, and indemnify Specter from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorney's fees, arising or related to: (1) the negotiation and all communication between the Buyer and the Seller, (2) the Terms of Sale that are agreed upon by the Seller and Buyer, and (3) any other agreements that may arise from the communication between Buyer and the Seller.
A. Buyer understands and agrees it is solely responsible for investigating all aspects of any purchase of Assets, including but not limited to independently reviewing financial information, market circumstances, operational issues, supplier contacts, and other factors pertaining to the overall functioning of the Business.
B. Buyer is advised to not only rely on information provided by Specter, but to supplement that information with its own investigation, including asking the Seller specific questions regarding the Business and the information disclosed in the sales process.
C. Buyer is encouraged to seek independent legal and tax advice. Specter makes no representation or guaranty regarding the future performance of any Asset or Business.
D. The Asset Price and all other Terms of Sale are solely the responsibility of the Buyer and Seller. Specter accepts no liability for any damages that could arise from the Terms of Sale that were negotiated and agreed upon by the Seller and Buyer. Specter also accepts no liability for any decline of the Asset Price.
E. Buyer and Seller accept all responsibility and potential damages that may arise from the Terms of Sale, and any other Purchase related agreements.
All Users agree to hold harmless, defend, and indemnify Specter from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorneys’ fees, arising out of or related to: (1) the use of the Specter’s Website; (2) the use of Specter’s Services; (3) the review and listing of any Assets or Business for sale; (4) the transfer and migration of the Assets, including, but not limited to, access to accounts associated with the transfer and migration of the Assets; (5) the violation of any term or condition of this Agreement; (6) the violation of the rights of third parties, including rights of privacy or publicity or intellectual property rights; and (7) the violation of any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international. The obligation to defend and indemnify Specter will not provide you with the ability or right to control Specter’s defense, and Specter reserves the right to control its defense, including, but not limited to, the choice to litigate or settle and the choice of counsel.
1. Specter will enter into exclusive and individual Mandate Agreements with each interested Buyer.
2. "Interested Buyer" is a Buyer who requested an introduction to one of the Listed Businesses.
3. The Buyer may refuse to enter into a Mandate Agreement with Specter. In such case, Specter reserves the right to reject Buyer's request for an introduction to the Seller.
4. The Terms of each Mandate Agreement may vary for each Listed Business.
5. Specter will define the Fee, Commission and all other related Terms in the individual Mandate Agreements signed with Buyers.
6. The Terms of the Mandate Agreement supersede this Agreement's Terms.
This Agreement represents a binding legal obligation and is enforceable in accordance with its terms and is binding and shall inure to the benefit of each User’s respective heirs, legal representatives, successors, and assigns.
The Buyer and Seller agree to maintain complete confidentiality regarding this Agreement as it pertains to the purchase of a Business.
A waiver by either Buyer or Seller to any provision of this Agreement does not constitute a waiver of any other provision of this Agreement.
No Third-Party Beneficiaries.
Except as otherwise provided, nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy, or right of any kind. However, the provisions regarding Confidential Information and Buyer’s obligations are intended to benefit Seller
Sections and Headings.
The sections and headings in this Agreement are for organization and clarification purposes only and should not be interpreted as part of this Agreement.
Choice of Laws and Venue.
User agrees that any and all claims or disputes that may be brought by or against Specter arising out of or related to this Agreement, including any claims or disputes involving its validity, interpretation, breach, violation, or termination, or any claims or disputes in which Specter has an interest in the resolution of the claim or dispute, shall be exclusively brought in the state or federal courts located in Tallinn, Estonia and will be interpreted and enforced pursuant to Estonian law. User expressly consents to the exclusive personal jurisdiction of such courts and expressly waives any jurisdictional or venue defenses otherwise available. The prevailing party is entitled to payment of its costs, expenses, and attorney fees by the non-prevailing party for any actions, disputes, or litigation arising out of or related to this Agreement.
This Agreement is deemed to have been negotiated, executed, and performed exclusively within Tallinn, Estonia.
YOU UNDERSTAND AND AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT BROUGHT AGAINST SPECTER MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE ON WHICH THE DISPUTE AROSE.
Except as otherwise provided, this Agreement is the entire agreement between the User and Specter as to the subject matter stated herein.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (1) acts of God; (2) flood, fire, earthquake, or explosion; (3) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (4) government order or law; (5) actions, embargoes, or blockades in effect on or after the date of this Agreement; (6) action by any governmental authority; and (7) national or regional emergency; and (8) strikes, labor stoppages or slowdowns, or other industrial disturbances. The party suffering a Force Majeure event shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure event are minimized.
This Agreement may be amended in writing by the relevant parties.
Specter Labs OÜ
Ahtri 12, Tallinn, 10151, Estonia
ID Number: 14863992