These Terms of Service ("Terms") are a binding agreement between you and TeknoSense Solutions LLC, a Texas limited liability company, operating the BrokerFolder product and website ("BrokerFolder," "we," "us"). They govern your use of the website at brokerfolder.com, the BrokerFolder application, and all related services (together, the "Service").
By creating an account, accessing the Service through a link we or a brokerage provides to you, or otherwise using the Service, you agree to these Terms. If you are using the Service on behalf of a company or brokerage, you represent that you have authority to bind that entity, and "you" refers to that entity.
If you do not agree to these Terms, do not use the Service.
1. What BrokerFolder Is
BrokerFolder is a software platform for business brokers to manage business-sale listings, buyer inquiries, buyer qualification, non-disclosure acknowledgments, controlled document sharing, and deal pipelines.
Two kinds of people use the Service, and these Terms apply to both:
- Brokers — the brokerage that holds a paid subscription ("Subscriber"), and each person the Subscriber adds to its account as a principal or an agent ("Broker" or "Authorized User").
- Buyers — prospective business buyers who access specific listings through secure links a Broker sends them ("Buyer"). Buyers do not create accounts and do not pay us; their use of the Service is still subject to these Terms and to our Privacy Policy.
BrokerFolder is a software tool. We are not a business broker, a party to any business sale, a law firm, or a provider of legal, financial, or valuation advice. Any transaction discussed or documented through the Service is solely between the Broker, the seller, and the Buyer.
2. Eligibility
You must be at least 18 years old and able to form a binding contract to use the Service. The Service is offered for business use in the United States.
3. Accounts and Security
- You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
- One person per login. Broker accounts and credentials are personal to a single named individual and may not be shared. This is not an arbitrary restriction: the Service produces audit records whose value depends on each broker action being attributable to one identified person. Shared credentials undermine those records, and we may suspend accounts that we reasonably believe are shared.
- Principals and agents. Each Authorized User is either a principal or an agent. A principal can add, edit and turn off users, manages brokerage settings, and can see all of the brokerage's listings, deals and buyers. An agent sees only the listings and deals assigned to him, the buyers on those deals, and the documents on those listings. When a user is turned off, he can no longer sign in, his open listings and deals move to another active user the principal chooses, and the record of what he did stays in place.
- The Subscriber is responsible for its users. The Subscriber is responsible for each Authorized User's compliance with these Terms, for deciding who is added and what role they have, and for turning off any user who should no longer have access, for example when an agent leaves the brokerage. Activity by an Authorized User is activity under the Subscriber's account.
- Sign-in security. A new password must meet our minimum rules and is checked against a public list of passwords exposed in known data breaches. Only part of a one-way hash of the password is sent for that check; the password itself never leaves the Service. You may turn on two-factor sign-in with an authenticator app in your profile settings. We recommend it but do not require it.
- Notify us promptly at [email protected] if you suspect unauthorized use of your account.
4. Subscriptions, Fees, and Billing
- Plan and price. The Service is offered on a monthly subscription at the plan and prices shown at brokerfolder.com, which include a price for the first user and a price for each additional user. Each brokerage has a number of user seats set at signup, which we will change on request.
- How billing works. We bill monthly in advance through Stripe. If you save a payment method with Stripe, you authorize us to charge it at the start of each period until you cancel. Stripe holds your card details; we do not receive or store your full card number.
- Cancel anytime. You may cancel at any time by emailing [email protected]. Cancellation is effective at the end of the period you have already paid for. We do not provide refunds or credits for partial periods, except where required by law.
- Price changes. We may change subscription pricing with at least 30 days' advance notice, effective at your next period after the notice period. Any written price commitment we have made to you individually (see Section 16) is honored notwithstanding this section.
- Taxes. Fees are exclusive of applicable taxes, which you are responsible for where required.
- Nonpayment. If an invoice goes unpaid, we will contact you. Continued nonpayment may result in suspension of access until payment is resolved. Suspension for nonpayment does not shorten the data-retention commitments in Section 10.
5. Unlimited Listings and Buyers; Fair Use
Your subscription includes unlimited listings and unlimited buyer records, subject to this fair-use principle: "unlimited" means the ordinary, good-faith operation of a working brokerage — not resale, bureau use, automated bulk loading unrelated to real brokerage activity, or use as general-purpose file storage.
We do not expect to invoke this section against any genuine brokerage, regardless of volume. If usage patterns ever suggest something other than genuine brokerage activity, we will contact you before taking any action, and we will not delete Customer Content as a first response.
6. Setup and Migration
While we offer free setup, as stated at brokerfolder.com, it covers setup assistance and migration of up to 25 of your current active listings and their associated buyer records. We may end the free setup offer at any time; customers already set up keep what they received. We will confirm what is included in writing during onboarding.
7. Your Content and Confidential Deal Information
- You own your content. All listings, documents, financial records, buyer records, notes, and other material you or your Buyers submit ("Customer Content") remain yours (or your clients'). We claim no ownership of Customer Content.
- Our license is narrow. You grant us only the rights needed to host, process, transmit, display, back up, and secure Customer Content in order to operate the Service, comply with law, and support you.
- We treat deal documents as confidential. We understand that Customer Content includes confidential business and financial information belonging to sellers who are not parties to these Terms. We will not access Customer Content except to operate the Service, respond to your support request, comply with legal obligations, or investigate abuse — and we will not sell Customer Content or use it to train artificial-intelligence models.
- Uploads are scanned. Documents uploaded to the Service are transmitted to a third-party malware-scanning provider before they can be served. A document that has not returned a clean scan result is not made available to anyone. See our Privacy Policy.
- Document classes. You choose one of three classes for each document you add to a listing. Standard documents are visible to every Buyer you have cleared for documents on that listing, including Buyers cleared before the document was added. Reserved documents are visible only to Buyers you release them to one by one, and you may withdraw a release at any time. Internal documents are for your brokerage only and are never made available to any Buyer. A Buyer is cleared for documents on a listing when they have acknowledged the listing's NDA and, if you set the listing to require it, you have approved them. Choosing the class of each document, and whom to clear or release to, is your decision and your responsibility.
- Teaser photos are public. You may add up to six photos to a listing's public teaser. Anyone with the teaser link can see them, without an NDA. We remove all photo metadata, including location data, before storing them, but you are responsible for what each photo shows, including anything that could identify the business, its location or its people. Photos that must stay confidential belong in Standard or Reserved documents, not on the teaser.
- Your responsibilities. You represent that you have the rights and any client consents needed to upload Customer Content, and that your use of the Service complies with laws applicable to your brokerage practice, including confidentiality obligations you owe to sellers.
8. Buyer Access, NDAs, and Electronic Records
- Access is controlled by the Broker. Buyers receive access to specific listings and documents only as granted by the relevant Broker. We do not decide who sees what; the Broker does.
- In-app NDA acknowledgment. The Service allows a Buyer to acknowledge a non-disclosure agreement electronically by typing their legal name and affirming agreement. By doing so, the Buyer consents to transact electronically and agrees that this acknowledgment is intended to have the same force as a handwritten signature, consistent with the U.S. ESIGN Act and applicable state electronic-transaction laws. The NDA itself is an agreement between the Buyer and the brokerage (and/or seller) — we are not a party to it, we do not draft it, and we do not provide legal advice about it.
- Audit records. When a Buyer opens the documents page, a document is viewed or downloaded, or a Buyer completes an NDA acknowledgment, the Service records metadata including date and time, IP address, and browser/device information, and makes that activity visible to the Broker. Document viewing and downloading is recorded against the documents link issued to a Buyer, not against a person we have identified. If a Buyer shares that link with someone else, activity by that person is recorded against the same link, and the Service does not identify who opened the file. NDA acknowledgment records are different: they record the legal name the Buyer typed and are attributed to that person. This is a core function of the Service, described further in our Privacy Policy.
- Deal Activity. Each deal has an Activity record the Broker can see. In addition to the events above, it records emails the Service sends to a Buyer about the deal and certain Broker actions on the deal. Activity on a Buyer's link is recorded against that link, whoever opens it.
- Buyer emails and links. Emails to Buyers may be sent from a sending address we operate for buyer mail, separate from the address used for Broker mail, and Buyer links may use a separate domain we operate. Buyer replies go to the Broker. If we change either, links already sent keep working.
- Buyer obligations. The documents link issued to a Buyer functions as that Buyer's credential. Buyers are responsible for keeping it under their control and agree not to circumvent access controls. A Buyer remains bound by the confidentiality obligations they accept toward the brokerage and seller, including as to information that reaches anyone they share the link with. Activity on a documents link is recorded, and the Broker may revoke the link at any time.
- Buyers' agreement to these Terms. By clicking a link we or a brokerage provides, submitting an inquiry or qualification, or acknowledging an NDA through the Service, a Buyer accepts these Terms — including Sections 15 (Disclaimers), 17 (Limitation of Liability), and 19 (Dispute Resolution) — as a condition of using the Service. A Buyer's recourse regarding any listing, qualification decision, access decision, or transaction lies with the relevant brokerage or seller, not with us.
9. Acceptable Use
You agree not to: (a) use the Service for any unlawful purpose or in violation of confidentiality obligations; (b) upload malicious code or attempt to probe, breach, or circumvent security or access controls, including tenant isolation between brokerages; (c) access or attempt to access another brokerage's or Buyer's data; (d) share broker login credentials contrary to Section 3; (e) scrape, resell, or provide the Service to third parties as a service bureau; or (f) misrepresent your identity in NDA acknowledgments or qualification submissions.
10. Cancellation, Data Export, and Deletion
- Export on request. You may request an export of your Customer Content within 30 days after your cancellation takes effect, by writing to [email protected]. We prepare and deliver the export, normally within five business days of your request.
- What an export contains. Your uploaded documents, a readable index of your listings, deals, and buyer records, and your NDA acknowledgment and document-activity history.
- 30 days after cancellation, then permanent deletion. After your cancellation takes effect, we keep your Customer Content for 30 days, during which you may reactivate and resume where you left off, or request an export. After 30 days, we permanently delete your brokerage account and everything stored under it, including listings, deals, buyer records, notes, tasks, every version of every uploaded document, teaser photos, NDA versions and signed NDA certificates, qualification answers and files, and all activity history. Deleted data cannot be recovered by you or by us. Copies in our backups are removed as those backups expire in the ordinary course.
- What we keep after deletion. Only billing records and records we are required by law to keep. We do not keep NDA acknowledgment records or document-activity history for your deals after deletion. If you may need them for a past or pending deal, request an export before your 30 days end.
- Deleting a listing. A listing that has any deal on it, including inquiries and lost or closed deals, cannot be deleted; mark it off market or closed instead. Deleting a listing with no deals permanently deletes its documents, NDA and tasks.
11. Our Intellectual Property
The Service, including its software, design, marks (including the BrokerFolder name and logo), and documentation, is owned by TeknoSense Solutions LLC and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. No rights are granted except as stated in these Terms.
12. Third-Party Services
The Service relies on third-party providers — including payment processing (Stripe), cloud hosting and storage located in the United States, malware scanning of uploaded documents, transactional email delivery, scheduling and communications tools, and website analytics — as described in our Privacy Policy. We are not responsible for third-party services' own terms, and links from our site to third-party sites are provided for convenience.
13. Service Changes, Availability, and Support
We are actively developing the Service and may add, change, or remove features. We will not materially reduce the core functionality your subscription was purchased for without reasonable notice. We aim for high availability but do not guarantee uninterrupted service; planned maintenance will be scheduled to minimize disruption where practical.
14. Termination and Suspension by Us
We may suspend or terminate access: (a) for material breach of these Terms that is not cured within 14 days of notice (or immediately for security-related violations under Section 9); (b) if required by law; or (c) if we discontinue the Service, in which case we will give at least 60 days' notice and an opportunity to request an export. The retention commitments in Section 10 apply on any termination except where legal obligations prevent it.
15. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING: WE DO NOT WARRANT THAT NDA TEMPLATES OR ACKNOWLEDGMENT WORKFLOWS ARE SUITABLE FOR YOUR LEGAL NEEDS OR THAT ELECTRONIC ACKNOWLEDGMENT RECORDS WILL BE ADMISSIBLE OR SUFFICIENT IN ANY PARTICULAR PROCEEDING; WE DO NOT PROVIDE LEGAL, FINANCIAL, TAX, OR VALUATION ADVICE; AND WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF ANY BROKER, BUYER, OR SELLER, OR FOR THE OUTCOME OF ANY TRANSACTION.
Conduct of transaction participants. The Service controls access to documents within the Service. Once a person you have admitted to a deal views or lawfully downloads a document, what they subsequently do with that information is outside our control. WE ARE NOT LIABLE FOR ANY DISCLOSURE, COPYING, OR MISUSE OF DEAL INFORMATION BY ANY BUYER, SELLER, ADVISOR, OR OTHER PERSON A BROKER HAS GRANTED ACCESS, OR FOR ANY BREACH OF AN NDA BY ANY PARTY TO IT. Your remedies for such conduct lie against that person under the applicable NDA or law, not against us.
Your backups. The Service is not intended to be the sole repository of documents that are critical to your legal or regulatory obligations. You are responsible for retaining independent copies of transaction documents you cannot afford to lose, and for requesting an export of audit records you may need before your retention window under Section 10 ends.
Internet transmission. You understand that information transmitted over the internet can never be guaranteed to be perfectly secure, and you accept the inherent risks of transmitting information online. This does not limit our security commitments described in our Privacy Policy.
NEGLIGENCE WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE ANY CLAIM AGAINST US ARISING FROM OUR ORDINARY NEGLIGENCE, INCLUDING ORDINARY NEGLIGENCE RELATING TO THE OPERATION, SECURITY, OR AVAILABILITY OF THE SERVICE OR THE HANDLING OF CUSTOMER CONTENT. THIS WAIVER IS CONSPICUOUS, IS EXPRESSLY INTENDED TO COVER CLAIMS BASED ON OUR OWN NEGLIGENCE, AND DOES NOT APPLY TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR TO ANY LIABILITY THAT CANNOT BE WAIVED UNDER APPLICABLE LAW.
16. Individual Written Agreements
We may enter into individual written agreements with specific customers. Where such a signed agreement conflicts with these Terms, the signed agreement controls for that customer. All other provisions of these Terms continue to apply.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DEALS, LOST COMMISSIONS, OR LOST BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY, AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE); AND (B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE — ACROSS ALL CLAIMS AND ALL THEORIES COMBINED — IS LIMITED TO THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR ONE HUNDRED U.S. DOLLARS FOR USERS WHO HAVE PAID NOTHING). THESE LIMITS DO NOT APPLY TO A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, TO YOUR PAYMENT OR INDEMNIFICATION OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
Sole remedy. If you are dissatisfied with the Service or these Terms, your sole and exclusive remedy — other than any damages claim permitted above — is to stop using the Service and cancel your subscription, with the export and retention rights described in Section 10.
Time to bring claims. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within two (2) years after the cause of action accrues, or it is permanently barred.
Basis of the bargain. You acknowledge that the fees charged reflect the allocation of risk in this Section and Sections 15 and 18, that we would not offer the Service at these prices without these limitations, and that these limitations apply even if a limited remedy fails of its essential purpose. Each provision of Sections 15, 17, and 18 is severable and independent of the others.
18. Indemnification
If you are a Broker, you will defend and indemnify TeknoSense Solutions LLC and its members, managers, and personnel against third-party claims — including claims brought by your sellers, buyers, or other transaction participants — arising from (a) Customer Content you upload, including any claim that you lacked the right or consent to upload or share it; (b) your breach of these Terms; (c) your brokerage activities and transactions, including any dispute over a deal, an NDA, a qualification decision, or an access grant you made; or (d) misuse of deal information by a person you granted access, or by a person to whom they passed that access. This obligation does not apply to the extent a claim is caused by our gross negligence, willful misconduct, or fraud. We will promptly notify you of any claim subject to this Section and allow you to control the defense with counsel reasonably acceptable to us, provided we may participate at our own expense and no settlement admitting fault on our behalf may be made without our consent.
19. Dispute Resolution; Arbitration; Class Waiver
Please read this section carefully — it affects your legal rights.
- Informal resolution first. Before filing any claim, you agree to contact us at [email protected] describing the dispute and give us 30 days to try to resolve it.
- Binding arbitration. Except as stated below, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or Consumer Rules where applicable). The arbitration will be held in Travis County, Texas, or conducted remotely by agreement, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
- Exceptions. Either party may (a) bring an individual claim in small-claims court, or (b) seek injunctive or equitable relief in court for infringement or misuse of intellectual property, confidential information, or the Service's security or access controls.
- Class action waiver. All claims must be brought in an individual capacity. Neither party may participate in a class, collective, consolidated, or representative action. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court.
- Opt-out. You may opt out of this arbitration agreement by emailing [email protected] within 30 days of first accepting these Terms, stating your name and that you opt out of arbitration. Opting out does not affect any other provision of these Terms.
20. Governing Law and Venue
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. For any dispute not subject to arbitration, the state and federal courts located in Travis County, Texas have exclusive jurisdiction, and both parties consent to venue there.
21. Changes to These Terms
We may update these Terms from time to time. For material changes, we will give at least 30 days' notice by email to Subscribers and by notice on the site. Continued use of the Service after the effective date of updated Terms constitutes acceptance. The "Last updated" date above reflects the current version.
22. Force Majeure
We are not liable for any failure or delay caused by events beyond our reasonable control, including failures of third-party hosting, storage, payment, scanning, or communications providers; internet or utility outages; cyberattacks or denial-of-service events not caused by our gross negligence; acts of government; natural disasters; or labor disruptions. We will use reasonable efforts to restore the Service and will keep Subscribers informed during any extended disruption.
23. No Fiduciary or Professional Relationship
Nothing in these Terms or in your use of the Service creates a fiduciary, agency, partnership, joint-venture, employment, or professional-advisor relationship between you and us. We are a software provider. We owe you the contractual obligations stated in these Terms and no others, and we owe no duties to any seller, buyer, or other transaction participant beyond those imposed by law that cannot be disclaimed.
24. General
These Terms, together with our Privacy Policy and any individual signed agreement under Section 16, are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of the business, in which case your data-protection and price commitments travel with the agreement. Notices to us must be sent to the contact information below; notices to you will be sent to your account email.
25. Contact
TeknoSense Solutions LLC (operating BrokerFolder)
Registered Agent: Registered Agents Inc., 5900 Balcones Drive, Suite 100, Austin, TX 78731
Email: [email protected]