Terms of Service

1. Acceptance of Terms

By accessing or using the NextPhase Partners platform (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Platform. These Terms apply to all users, including sellers, buyers, advisors, and visitors.

NextPhase Partners, LLC ("NextPhase," "we," "us," or "our") is a New Jersey limited liability company.

Users must affirmatively accept these Terms during account creation by checking an acceptance checkbox. NextPhase records the date, time, and version of the Terms accepted by each user.

2. Platform Description and Role

NextPhase operates a technology-assisted marketplace that helps small and lower-middle-market business owners prepare their businesses for sale and connects them with prospective buyers. The Platform provides tools for financial documentation, valuation analysis, confidential information memorandum ("CIM") preparation, and buyer-seller matching.

NextPhase's role is limited to providing a platform through which buyers and sellers may connect. NextPhase is not a party to, and has no responsibility or liability for, any agreement between a buyer and a seller. Buyers and sellers are solely responsible for all negotiations, agreements, and diligence, including financial, legal, tax, and regulatory diligence.

NextPhase does not act as a broker, agent, fiduciary, or advisor, and does not guarantee the ability of any buyer or seller to complete a transaction or the success of any transaction initiated through the Platform.

NextPhase is not a licensed business broker, investment bank, registered investment advisor, attorney, accountant, or certified public accountant. Nothing on the Platform constitutes legal, tax, financial, investment, or professional advisory services.

3. Disclaimers and No-Reliance Waiver

3.1 No Professional Advice

The Platform, including all technology-assisted outputs, valuations, reports, analyses, CIM content, and financial summaries, is provided for informational and organizational purposes only. No content generated by or through the Platform constitutes legal advice, tax advice, investment advice, a certified valuation or appraisal, an audit, review, or compilation engagement, or brokerage or intermediary services.

Users are strongly encouraged to engage independent qualified professionals, including attorneys, CPAs, and M&A advisors, before making any decisions based on Platform output.

3.2 AI-Assisted Content

NextPhase uses artificial intelligence systems, including large language models provided by Anthropic, PBC, to analyze uploaded documents, generate valuations, create Confidential Information Memoranda, and identify financial add-backs. By uploading documents to the Platform, you consent to this AI-assisted processing.

AI-generated content may contain errors, omissions, or inaccuracies. Users are solely responsible for reviewing and validating all Platform output before relying on it in negotiations, legal documents, or business decisions. NextPhase does not guarantee the accuracy, completeness, or fitness for purpose of any AI-generated content.

3.3 No Guarantee of Transaction Outcome

NextPhase makes no representation or warranty regarding the value at which any business may be sold, the likelihood of receiving offers or completing a transaction, the outcome of negotiations between buyers and sellers, or the accuracy of any valuation estimate. All figures, analyses, and valuations are indicative only and are based entirely on data provided by the user.

3.4 Reliance on Information Posted

All business information presented on the Platform originates with the seller. NextPhase does not audit or independently verify any information provided to it and makes no warranty or representation as to its accuracy or completeness. Any reliance you place on such information is strictly at your own risk. Buyers are solely responsible for examining and investigating any business, its assets, liabilities, financial statements, tax returns, and any other facts that might influence a purchase decision.

3.5 Waiver of Claims

To the fullest extent permitted by applicable law, users waive any and all claims against NextPhase arising from or related to dissatisfaction with transaction outcomes, alleged undervaluation or lost value, decisions made based on Platform output, or negotiations or agreements with third parties.

3.6 AI Model Training

Anthropic does not use data submitted through NextPhase's API integration to train its AI models. NextPhase does not use your financial data to train AI models.

4. User Accounts and Eligibility

You must be at least 18 years old and legally authorized to enter into contracts to use the Platform. By creating an account, you represent that all information you provide is accurate and complete.

Users are responsible for maintaining the confidentiality of their login credentials. You agree to notify us immediately at info@thenextphasepartners.com if you suspect unauthorized use of your account. Your account is personal to you, and you agree not to provide any other person with access to the Platform using your credentials.

NextPhase reserves the right to suspend or terminate any account at its discretion, including for violation of these Terms or suspected fraudulent activity.

5. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Platform in any way that violates any applicable federal, state, local, or international law or regulation.
• Transmit or procure the sending of any advertising or promotional material, including junk mail, chain letters, or spam.
• Impersonate or attempt to impersonate NextPhase, a NextPhase employee, another user, or any other person or entity.
• Use the Platform in any manner that could disable, overburden, damage, or impair it, or interfere with any other party's use of it.
• Use any robot, spider, scraper, or other automated device, process, or means to access the Platform for any purpose, including monitoring or copying any material on it.
• Use any manual process to monitor or copy material on the Platform for any purpose not expressly authorized in these Terms.
• Introduce any viruses, trojan horses, worms, logic bombs, or other malicious or technologically harmful material.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Platform, the servers on which it is stored, or any connected server, computer, or database.
• Attack the Platform via a denial-of-service or distributed denial-of-service attack.
• Use the Platform to gather competitive intelligence, conduct market research, or for any purpose other than genuine acquisition evaluation or preparation for sale.

6. Seller Terms

6.1 Accuracy of Information

Sellers represent and warrant that all financial information, documents, and business data uploaded to the Platform are accurate, complete, and not misleading. Sellers acknowledge that buyers and advisors will rely on this information in evaluating potential acquisitions. Providing false, misleading, or materially incomplete information is a material breach of these Terms and may result in immediate account termination and potential legal liability.

6.2 Seller Warranties

Each seller represents and warrants that: (i) they own the business listed or are otherwise authorized to sell it; (ii) they own or are authorized to license all intellectual property rights associated with the business; and (iii) the business and any associated contracts are transferable to a buyer.

6.3 Free and Paid Services

Account creation, document upload, financial extraction, and the resulting business valuation are provided at no charge.

Generation and publication of sale materials, including the Confidential Information Memorandum, executive teaser, marketplace listing, and proof of cash report, require an active paid subscription. Current subscription pricing is published at thenextphasepartners.com and is disclosed to you before you provide payment information.

Advisory services are billed separately per engagement at rates disclosed at the time of engagement. NextPhase may also offer additional services beyond what the subscription covers, including expanded reconciliation work, on a one-time or per-engagement basis. Any such service, and its price, will be disclosed to you before you purchase it.

No success fee, commission, or closing fee is charged to sellers on the sale of their business.

6.4 Subscription, Automatic Renewal, and Cancellation

Paid seller subscriptions are billed in advance on a recurring monthly basis. Before you provide payment information, NextPhase discloses the subscription price, the billing interval, and the fact that the subscription renews automatically.

YOUR SUBSCRIPTION RENEWS AUTOMATICALLY EACH BILLING PERIOD UNTIL YOU CANCEL. You will be charged the then-current subscription price at the start of each billing period using the payment method on file.

You may cancel at any time through the billing portal accessible from your account dashboard, or by emailing info@thenextphasepartners.com. Cancellation takes effect at the end of the current paid billing period. You retain full access to paid features, and your listing remains published, through the end of that period.

NextPhase will provide reasonable advance notice of any change to subscription pricing. Continued use following the effective date of a price change constitutes acceptance of the new price.

6.5 Failed Payment

If a subscription payment fails, NextPhase will notify you and attempt to collect payment over a grace period of seven (7) days. Your listing and materials remain available during this grace period. If payment is not received by the end of the grace period, your listing will be removed from public visibility. Buyers who have already executed a Non-Disclosure Agreement with you retain access to the materials previously made available to them.

Your valuation, documents, CIM, and all other materials are preserved and are restored to full availability upon payment.

6.6 Refunds

Subscription fees are non-refundable except where required by applicable law. Cancellation stops future billing; it does not refund the current period.

6.7 Listing Approval

NextPhase reserves the right to review, modify, reject, or remove any seller listing at its discretion, including for quality, accuracy, or compliance reasons. Sellers must complete an advisor review before their listing is published to the buyer marketplace.

6.8 Seller Confidentiality Obligations

Sellers agree not to disclose the identities of buyers who execute NDAs through the Platform, and not to use buyer contact information for any purpose other than evaluating a potential transaction.

7. Buyer Terms

7.1 NDA Obligation

By executing a Non-Disclosure Agreement through the Platform, buyers agree to keep all confidential information about listed businesses strictly confidential. Buyers may use such information only to evaluate a potential acquisition and may not share it with third parties without written consent from NextPhase and the relevant seller. The executed Non-Disclosure Agreement governs in the event of any conflict with these Terms as to its subject matter.

7.2 Buyer Representation

Buyers represent that they are bona fide prospective acquirers with the financial capacity and intent to evaluate and potentially complete a business acquisition. Buyers may not use the Platform to gather competitive intelligence, conduct market research, or for any purpose other than genuine acquisition evaluation.

7.3 Buyer Introduction Fee

Except where Section 7.3.1 applies, buyers agree to pay an introduction fee to NextPhase at the close of any transaction involving a business first introduced to the buyer through the Platform, whether the transaction closes through the Platform or outside of it:

"Introduced" means the buyer first learned the identity of the business through the Platform, including through a teaser, listing, Confidential Information Memorandum, or introduction facilitated by NextPhase. "Total transaction value" means the aggregate consideration paid or payable, including cash, assumed indebtedness, earnouts, seller financing, consulting or non-competition payments, and the value of any equity or other property transferred.

The fee applies to any transaction closing within thirty-six (36) months of the introduction date, and applies equally to any affiliate of the buyer, including any entity controlling, controlled by, or under common control with the buyer, and any entity formed by or at the direction of the buyer for the purpose of effecting the transaction.

The fee is earned upon closing and payable from closing proceeds. The buyer shall notify NextPhase in writing within ten (10) business days of executing any letter of intent, term sheet, or definitive purchase agreement relating to a business introduced through the Platform.

No subscription or platform fee is charged to buyers for access to the marketplace.

7.3.1 Listings to Which No Introduction Fee Applies

NextPhase may designate a listing as carrying no introduction fee. Where it has done so, the confidentiality agreement presented for that listing states plainly that no introduction fee applies, and the buyer is asked to acknowledge no fee obligation in connection with it. No introduction fee is owed under Section 7.3 on a transaction involving a business introduced through such a listing, and the notice obligation in Section 7.3 does not apply to it.

The designation in force is the one shown in the confidentiality agreement at the time the buyer signed it, and NextPhase records that designation with the executed agreement. A later change to a listing's designation does not create a fee obligation for a buyer who signed while no fee applied.

7.4 No Contact Outside the Platform

Prior to a formal introduction authorized by the seller, buyers may not attempt to identify, contact, or communicate with sellers, or with the employees, customers, landlords, lenders, or suppliers of a listed business, outside the Platform. Violation of this provision is a material breach of these Terms.

8. Buyer Deal Evaluation Tools

NextPhase offers tools that allow a buyer to upload documents concerning a business the buyer is evaluating, including businesses not listed on the Platform, and receive an automated analysis of those documents. This section governs that use.

8.1 Your Representations About Uploaded Documents

By uploading any document concerning a business you do not own, you represent and warrant that: (i) you lawfully possess the document; (ii) you are permitted to submit it to a service provider for analysis on your behalf, including under any non-disclosure or confidentiality agreement to which you are subject; and (iii) you are not prohibited by any agreement or obligation from doing so.

You are solely responsible for determining whether any confidentiality agreement you have signed permits you to use these tools. If you are uncertain, obtain permission from the disclosing party or consult your own counsel before uploading. NextPhase is not a party to any agreement between you and a business owner, seller, broker, or intermediary, and is not responsible for any breach of such an agreement arising from your use of the Platform.

8.2 How NextPhase Handles Documents You Upload

Documents you upload for deal evaluation are stored in an area of the Platform accessible only to you and to NextPhase personnel supporting your account. They are not visible to sellers, to other buyers, to advisors, or to any other user.

These documents are processed by NextPhase and its AI subprocessor solely to produce the analysis you requested. They are not used to train AI models, are not used to build public benchmarks that could identify the business, and are not disclosed to any party other than the subprocessors listed in the Privacy Policy.

You may delete any evaluation and its associated documents at any time. Deletion removes the documents and the resulting analysis from the Platform, subject to routine backup cycles and any legal retention obligation.

8.3 What the Analysis Is and Is Not

A deal evaluation report identifies whether figures presented in the documents you supplied are internally consistent, whether asserted adjustments to earnings are supported by those documents, and how the asking price compares to industry earnings multiples. It is a screening tool.

A deal evaluation report is not a Quality of Earnings report, an audit, a review, a compilation, a certified valuation or appraisal, or any form of assurance engagement. It does not satisfy any lender, investor, or regulatory requirement for independent financial verification. It cannot detect fraud, undisclosed liabilities, or facts absent from the documents you provide.

The analysis is limited entirely to the documents you upload. A report based on a summary document such as a Confidential Information Memorandum can assess only internal consistency, not accuracy, because there are no source records against which to verify. Each report states which category of analysis was performed.

You remain solely responsible for your own diligence and for engaging qualified independent professionals before entering into any transaction. NextPhase makes no representation that any business is a suitable acquisition or that any figure in your documents is accurate.

8.4 Businesses Listed on the Platform

Deal evaluation tools may not be used to analyze a business currently listed on the Platform. Where you have executed a Non-Disclosure Agreement on a listing, the materials provided through that listing are the authoritative package for that business.

8.5 Fees

Deal evaluation is offered on both a per-evaluation and subscription basis. Current pricing is published on the Platform and disclosed to you before you provide payment information. Where deal evaluation is provided on a recurring subscription, the automatic renewal, cancellation, and refund provisions in Sections 6.4 through 6.6 apply equally.

Use of a deal evaluation tool does not constitute an introduction under Section 7.3 and does not by itself give rise to an introduction fee. The introduction fee applies only to businesses first introduced to you through the Platform.

9. Advisor Terms

Advisors engaged through NextPhase are independent contractors, not employees. Advisors represent that they are qualified to provide the services for which they are engaged and that they will maintain the confidentiality of all seller and buyer information they access through the Platform.

If you are an advisor or representative acting on behalf of a seller, you represent and warrant that: (i) you have full authority from your client to create and maintain the listing and to act on their behalf on the Platform; (ii) you have obtained all necessary consents and rights to upload and share your client's information; and (iii) all information you provide on your client's behalf is true, accurate, complete, and not misleading.

Advisors must disclose any actual or potential conflicts of interest, including any relationship with a buyer or seller engaged on the Platform. Advisors may not act as buyers or represent buyers for any listing they advise on.

10. Securities Transactions

The Platform does not permit or facilitate the listing, purchase, or sale of securities, including but not limited to equity securities, debt instruments, ownership interests, partial or full buyouts, or investment contracts. NextPhase reserves the right, in its sole discretion, to remove any listing that it determines constitutes or facilitates a securities transaction.

11. Confidentiality

All business information shared through the Platform, including financial records, customer data, operational details, and strategic plans, is confidential. Users agree to treat all such information with the same care they would apply to their own confidential information, but no less than reasonable care.

This confidentiality obligation survives termination of your account and continues for a period of twenty-four (24) months following the date of disclosure, or for such longer period as may be specified in an executed Non-Disclosure Agreement governing the disclosure.

12. Intellectual Property and User Content

All intellectual property rights in the Platform, including software, design, templates, and documentation, are owned by NextPhase Partners, LLC or its licensors. Users receive a limited, non-exclusive, non-transferable license to use the Platform for its intended purpose during the term of their account.

Users retain ownership of data they upload. By uploading data, users grant NextPhase a non-exclusive license to process that data to provide Platform services. NextPhase may use anonymized and aggregated data for product improvement and benchmarking purposes, provided that such data cannot reasonably identify any individual user or business.

You represent and warrant that you own or control all rights in and to any content you upload, and that such content complies with these Terms. You are solely responsible for content you submit, including its legality, reliability, accuracy, and appropriateness.

13. Monitoring and Enforcement

NextPhase has the right to remove or refuse to publish any user content for any reason in its sole discretion; to take any action with respect to any user content that it deems necessary or appropriate, including where it believes the content violates these Terms, infringes any right of any person or entity, or could create liability for NextPhase; to disclose your identity or other information to any third party who claims that material posted by you violates their rights; to take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Platform; and to terminate or suspend your access to all or part of the Platform for any reason.

NextPhase does not undertake to review all material before it is posted and cannot ensure prompt removal of objectionable material after posting. NextPhase assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXTPHASE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DEALS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM.

NEXTPHASE'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO NEXTPHASE IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) $500.

Some states do not allow the exclusion or limitation of certain damages. In such states, the above limitations apply to the fullest extent permitted by law.

15. Indemnification

You agree to indemnify, defend, and hold harmless NextPhase Partners, LLC, its officers, directors, members, employees, contractors, and advisors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your use of the Platform, your violation of these Terms, your violation of any right of a third party, or your provision of false or misleading information.

16. Termination

Either party may terminate an account at any time. Users may close their account by contacting info@thenextphasepartners.com. NextPhase may terminate or suspend accounts for violation of these Terms, non-payment of fees, or for any other reason at NextPhase's discretion.

Upon termination, users have thirty (30) days to download their uploaded documents. After this period, NextPhase may delete account data, subject to any legal retention obligations.

Sections 3, 7.3, 8.1, 8.3, 11, 14, 15, and 19 survive termination of your account.

17. Accessibility

NextPhase is committed to making the Platform usable by as many people as possible, and works toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you encounter a barrier to accessing any part of the Platform, contact info@thenextphasepartners.com and we will work with you to provide the information or service you need through an alternative means.

18. Third-Party Links and Services

The Platform may contain links to other sites and resources provided by third parties. These links are provided for convenience only. NextPhase has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage arising from your use of them. If you access any third-party site linked from the Platform, you do so entirely at your own risk and subject to that site's terms.

19. Governing Law and Disputes

These Terms are governed by the laws of the State of New Jersey, United States, without regard to its conflict of law provisions.

Any dispute arising from or related to these Terms shall be resolved by binding arbitration in New Jersey under the rules of the American Arbitration Association, except that either party may seek injunctive relief in a court of competent jurisdiction. The arbitrator's decision shall be enforceable in any court of competent jurisdiction.

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

20. Changes to These Terms

NextPhase may update these Terms from time to time. For non-material changes, NextPhase will post the updated Terms and update the version number and effective date; continued use of the Platform after the effective date constitutes acceptance.

For material changes, including any change to fees, the introduction fee schedule, or dispute resolution provisions, NextPhase will post the updated Terms with a new version number and effective date, and will notify registered users by email in advance of that date. Continued use of the Platform on or after the effective date constitutes acceptance of the revised Terms.

If you do not agree to revised Terms, stop using the Platform and close your account as described in Section 16. A change to the introduction fee schedule does not alter the fee terms recorded against a confidentiality agreement you have already signed; Section 7.3.1 governs that. NextPhase maintains prior versions of these Terms with their effective dates.

21. Miscellaneous

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force, and the unenforceable provision shall be limited to the minimum extent necessary. These Terms constitute the entire agreement between you and NextPhase regarding the Platform and supersede any prior agreements, except that an executed Non-Disclosure Agreement governs as to its subject matter.

Failure by NextPhase to enforce any provision of these Terms does not waive our right to enforce it in the future. You may not assign these Terms without NextPhase's written consent. NextPhase and you are independent contractors and are not partners, joint venturers, agents, employees, or representatives of each other.

22. Contact

NextPhase Partners, LLC

Email: info@thenextphasepartners.com

Website: thenextphasepartners.com

Last updated: September 22, 2026