Hello Exit Off-Market(place) Agreement
Terms of Service
Acceptance of the Off-Market(place) Agreement
This Off-Market(place) Agreement (the “Agreement“) covers Your registration as a member (“You” or alternatively “Member“) of Hello Exit LLC (“Hello“) and Your use of the App and Hello’s Service. By accessing and using the Hello Exit Off-Market(place) App (the “App“), you are agreeing to be bound by the terms of this Agreement. If you do not agree to these terms, please do not use the App.
1. Eligibility; Authority.
The individual or entity identified during Hello’s registration process hereby attests and guarantees to Hello the following: (i) they possess the requisite rights, powers, and permissions to enter into this Agreement and are capable of creating binding commitments on their own behalf; (ii) the entry into this Agreement has been duly authorized by the respective individual or entity; (iii) they have never been removed from utilizing the App for breach of contract; and (iv) all information submitted is comprehensive, precise, and current.
IMPORTANT: If You register as an individual on Hello and are utilizing the App and Service on behalf of an entity, You are entering into this Agreement on behalf of that entity. By doing so, You affirm and guarantee that You are fully authorized to bind that entity to the terms of this Agreement.
2. Description of Service
The App provides users with access to a variety of resources, including access to proprietary, off-market deals, personal introductions to sellers, and other related services (the “Service”). Hello Exit reserves the right to modify or discontinue the Service (or any part thereof) at any time, with or without notice.
3. User Conduct
As a user of the App, you agree not to:
- Use the App for any illegal or unauthorized purpose.
- Share contact details of targets you’re introduced to with third parties.
- Scrape data from the App
- Violate any laws in your jurisdiction (including but not limited to copyright laws).
4. Scope and Services
Hello agrees to provide Member with anonymized view access to all proprietary, off-market deals sourced by Hello (“Candidates”) through the Hello Exit Off-Market(place) app. In most cases, Hello will also conduct an initial owner interview and provide Member with any preliminary data gathered for each Candidate. Hello will use reasonable effort to pursue an engagement only with Candidates not working with a sell-side broker. Hello also agrees to make personal introductions between Member and the owners of the Candidates to discuss the possibility of purchasing part or all of a Candidate (a “Transaction”) according to the terms of this Agreement. Introductions are made on a first-come, first-served basis and are not guaranteed for any given Candidate, as only five introductions per Candidate will be made. Member is entitled to a specific number of introductions each month, defined by Member’s membership level. Member’s available number of introductions resets each month and do not accumulate or roll-over to following months. Member is entitled to introductions to Candidates that match the criteria defined by Member’s membership level.
5. Refund Policy
5.1. Hello offers a 365-day, 100% money-back guarantee exclusively for Members who have opted for an annual payment membership subscription to the App (each a “Platinum Annual Member“). This guarantee becomes effective from the date of the initial annual membership payment and lapses 365 days thereafter. Hello only asks that Member give their membership a fair shot and not ask for a refund within the first 90 days of membership.
5.2. To be eligible for this guarantee, the Member must not have received any personal introductions to sellers of businesses listed in the Off-Market(place). Once a personal introduction has been made, the Member is no longer eligible for a refund under this guarantee.
5.3. If a Member wishes to request a refund under this guarantee, they must do so in writing, addressed to Hello LLC at the company address or via email. The request must be received within the 365-day guarantee period.
5.4. Upon receipt of a valid refund request, Hello will refund the full annual membership fee to the Member within 30 days. The refund will be made using the same payment method that the Member used to pay the membership fee.
5.5. This guarantee does not affect any statutory rights that the Member may have.
6. Term; Termination
The term of this Agreement shall begin on the Effective Date and shall continue for a period of 12 months (“Term”), and shall auto-renew annually unless canceled by either party. Either party may terminate this Agreement at any time with 30-days written notice to the other party. Upon termination, all obligations under this agreement except Member’s obligation pay Hello’s Success Fee pursuant to Section 6 of this Agreement shall be canceled.
7. Confidentiality
7.1. “Confidential Information” means information belonging to or in the possession of a party which is confidential and is furnished or disclosed to the other party under this Agreement (including information exchanged in contemplation of entering into this Agreement): (i) in tangible form and marked or designated in writing in a manner to indicate it is confidential; or (ii) in intangible form and that either is of a nature that a reasonable person would understand to be confidential or is identified as confidential in a writing provided to the receiving party within thirty (30) business days after disclosure. Confidential Information includes any information pertaining to Hello’s, each Candidate’s or Member’s (i) Business, technology, products, techniques, inventions, discoveries, improvements, research, test results, know-how, processes and formulas, including without limitation any computer software, source code, patent application, disclosure documents, and other form of manifestation of any of such information (as applicable); (ii) customers’, vendors and employees’ identities, characteristics, performance and agreements; and (iii) marketing, sales and business plans, strategies and efforts; regardless of whether or how such information is marked or designated.
7.2. The receiving party agrees: (i) to hold the furnishing party’s Confidential Information in strict confidence affording the furnishing party’s Confidential Information at least the same level of protection against unauthorized disclosure or use as the receiving party normally uses to protect its own information of a similar character, but in no event less than reasonable care; (ii) to limit disclosure of the furnishing party’s Confidential Information to the receiving party’s own employees having a need to know the information for the purposes of this Agreement, and only after advising that they are required to comply with the receiving party’s obligations under this Agreement; (iii) not to disclose any such Confidential Information to any third party; (iv) to use the furnishing party’s Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out its obligations and exercise its rights under this Agreement; and (v) to notify the furnishing party promptly of any unauthorized use or disclosure of the furnishing party’s Confidential Information and cooperate with and assist the furnishing party in every reasonable way to stop or minimize such unauthorized use or disclosure. Confidential Information will remain the property of the furnishing party, and the receiving party will not be deemed by virtue of this Agreement or any access to the furnishing party’s Confidential Information to have acquired any right, title or interest in or to the Confidential Information. The receiving party shall not, without the prior written consent of the other, disclose the existence of any relationship or agreement between the parties.
7.3. Confidential Information does not include any information that, as evidenced by written documentation: (i) is already known to the receiving party without restrictions at the time of its disclosure by the furnishing party; (ii) after its disclosure by the furnishing party, is made known to the receiving party without restrictions by a third party having the right to do so; (iii) is or becomes publicly known without violation of this Agreement; or (iv) is independently developed by the receiving party without reference to the furnishing party’s Confidential Information. If the receiving party receives a subpoena or other valid administrative or judicial notice requesting the disclosure of the furnishing party’s Confidential Information, the receiving party will promptly notify the furnishing party. Each party’s obligations to protect Confidential Information will remain in full force and effect for a period of two (2) years following such return or destruction of the furnishing party’s Confidential Information.
7.4. Each Candidate is an intended third party beneficiary of this Section 5 as regards the protection of that Candidate’s Confidential Information that is disclosed to Member.
8. Member Obligations and Statements
Member agrees to work with Hello on a non-exclusive basis for the Term, subject to Section 3. Member agrees to provide evidence of access to funds before the formal buy side representation agreement is acted upon. Member agrees to proceed with the acquisition process without delay after a preliminary due diligence exchange. Member warrants that all information provided by Member or on Member’s behalf (“Member Information”) will be accurate and complete in all material respects. The provision of Member Information to Hello will not infringe any copyright or other third-party rights. Member agrees to cooperate with Hello in providing any Member Information requested and shall not prevent Hello’s full participation and attendance at any closing. Member warrants that it has sufficient right and authority to enter into this Agreement, and to grant the rights and assume all of their respective rights and obligations set forth herein.
9. Membership and Fees
Member may receive one introduction to Candidates every quarter without an active payment subscription. To receive additional introductions, Member must have an active payment subscription. Additionally, Platinum Annual Members will also benefit from Hello dedicating a portion of Hello’s deal-sourcing efforts to Platinum Annual Member’s target criteria. And in some cases, Platinum Annual Members may also be offered a first look 24 hours before a Candidate becomes available in the App.
Member also agrees to pay Hello a fee (the “Success Fee”) upon consummation of a Transaction between Member or an entity owned, controlled or managed by Member and a Candidate at any time, including after the termination of this Agreement.
- In the case that Hello makes an introduction only between Member and Candidate, the amount of the Success Fee shall be calculated as 2% of any amount paid by or on behalf of Member to the Candidate or the owner(s) of the Candidate in connection with the Transaction.
- In the case that Hello provides additional assistance in completing the deal between Member and Candidate, the amount of the Success Fee shall be calculated as 5% of any amount paid by or on behalf of Member to the Candidate or the owner(s) of the Candidate in connection with the Transaction. Additional assistance may take the form of any or all of the following: negotiation assistance, dd facilitation, m&a legal and accounting introductions, deal stack strategies, deal process management. These additional services are optional and may be selected on a deal-by-deal basis.
- In either case, the annual membership fee, if any, will be credited towards the first Success Fee each year. The related Exclusivity Fee, if applicable, will be credited towards the Success Fee, as well.
10. Exclusivity Option
If exclusivity is available and Candidate’s trailing twelve months profit falls within Member’s membership level, Member has the option to upgrade to exclusivity on said Candidate for a fee of $1,000.00 (“Exclusivity Fee”). The Exclusivity Fee is credited towards the Success Fee if the Member closes the deal. If the Member releases exclusivity, they will receive a $500 credit towards their next exclusivity purchase.
11. Changes to this Agreement
We may revise and update this Agreement at any time in our sole discretion. Any changes are effective immediately when we post them. Your continued use of the App after we post revisions to the Agreement constitutes your acceptance of and agreement to the changes. You are responsible for reviewing this Agreement regularly to ensure that you are aware of any changes, as they are binding on you.
12. Disclaimers
12.1. Neither the services or any materials or information provided to Member by Hello in relation to the services provided under this Agreement (“Materials”) is intended as legal advice. Neither Hello’s services or any Materials will constitute tax advice. Member should consult Member’s legal counsel or accountant regarding legal or tax advice for Member’s particular circumstances. Hello’s services do not constitute fairness opinions or investment advice. Hello assumes no responsibility to Member to negotiate a Transaction at any particular price. Hello will not render an assurance report or assurance opinion under the Agreement, nor will the services constitute an audit, review or examination of any entity’s financial statements or prospective financial statements in accordance with generally accepted auditing standards or other applicable professional standards. Hello’s Materials may include a Statement of Limiting Conditions (“SLC”). If Hello determines that modifications or additions to the SLC will be required, Hello will notify Member.
12.2. Hello will not, in connection with the performance of the services or otherwise, (i) act as a broker for the sale of any securities, (ii) solicit any potential buyer or seller (including Member) to engage in any transaction, or (iii) act as a negotiator of a transaction.
12.3. Member will not, and Member will not permit others to, quote or refer to the Materials, any portion, summary or abstract thereof, or to Hello’s firm, in any document filed or distributed in connection with (i) a purchase or sale of securities to which United States or state securities laws (“Securities Laws”) are applicable, or (ii) periodic reporting obligations under Securities Laws. Member will not contend that any provisions of Securities Laws could invalidate any provision of this Agreement.
12.4. Hello does not guarantee to Member that there will be a successful Transaction resulting from services performed under this Agreement. Past results are no indication of future performance. Therefore, Member should not assume that the future performance of any specific business will be profitable or equal to a business purchased in a prior transaction.
12.5. All Materials and written content on Hello’s website is for information purposes only. Member should not assume that any information presented and/or made available on Hello’s website serves as the receipt of, or a substitute for, personalized individual advice from Hello, which can only be provided once Member signs an agreement with Hello.
12.6. Member acknowledges that Hello has not independently verified any information received by Hello with respect to the Candidate. Hello makes no representation or warranty as to the accuracy or completeness of any such information, and Member is responsible for determining to its own satisfaction the accuracy or completeness thereof.
12.7. In the course of Hello’s analysis, Hello may be provided with written information, oral information, and/or data in electronic form, related to the assets, structure, operation and financial performance of Candidate. Hello may rely upon Candidate’s information in Hello’s Materials. Hello has not independently verified Candidate’s information for accuracy or completeness.
12.8. No investigation of the title to the Candidate and its assets have been made, and the owner of the Candidate’s claim to the Candidate and subject assets are assumed to be valid. To the extent that Hello’s services include any analysis of assets, properties or business interests, Hello assumes no responsibility for matters of legal description or title, and Hello is entitled to make the following assumptions: (i) title is good and marketable, (ii) there exist no liens or encumbrances, (iii) there is full compliance with all applicable Federal, state, local and national regulations and laws (including, without limitation, usage, environmental, zoning and similar laws and/or regulations), and (iv) all required licenses, certificates of occupancy, consents, or legislative or administrative authority from any Federal, state, local, or national government, private entity or organization have been or can be obtained or renewed for any use which Hello’s services are to be based.
12.9. Without limiting Hello’s express warranties and obligations hereunder, Hello hereby disclaims any and all other warranties, express or implied, including, but not limited to warranties of merchantability, title, non-infringement, and fitness for a particular purpose and warranties related to services. Except for the express warranties set forth in this Section 7, Hello’s services and website are provided “as is” to the fullest extent permitted by law. To the extent such disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under such law.
13. Limitation of Liability and Indemnification
13.1. Neither party may recover from the other, in contract or tort, under statute or otherwise, any consequential, incidental, indirect, punitive or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, including any amount for loss of profit, data or goodwill, whether or not the likelihood of such loss or damage was contemplated.
13.2. Neither party may recover from the other, in contract or tort, under statute or otherwise, aggregate damages in excess of the fees actually paid for the services that directly caused the loss in connection with claims arising out of this Agreement or otherwise relating to the services. This limitation will not apply to losses caused by the liable party’s fraud or willful misconduct or to the extent prohibited by applicable law or professional regulations.
13.3. Each party shall make any claim relating to the services or otherwise under this Agreement no later than one year after it became aware (or ought reasonably to have become aware) of the facts giving rise to any alleged such claim and in any event, no later than two years after the completion of the particular services. This limitation will not apply to the extent prohibited by applicable law or professional regulations.
14. Governing Law, Dispute Resolution and General Provisions
14.1. This Agreement will be governed by and interpreted according to the laws of the State of Washington without regard to conflicts of Laws and principles that would cause the application of the Laws of another jurisdiction. Any dispute, claim, or controversy arising out of or in connection with this Agreement or the breach termination, enforcement, interpretation or validity thereof (other than for claims or disputes related to the intellectual property of a party), shall be resolved by binding Arbitration. Arbitration will be administered by Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures with exclusive venue in Washington. In the event of a conflict, the provisions of this document will control. The Parties shall share equally the fees and expenses of the JAMS arbitrator. The arbitration shall be conducted before a panel of three arbitrators selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director, or substantial equity owner of any Customer audit client. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration panel shall have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies but shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitration panel shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute in any manner not consistent with such limitations period. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. The parties will jointly bear the expense of any arbitrator. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests. The parties agree that the arbitration panel may award injunctive or other equitable relief to a party to enforce these confidentiality provisions. The parties agree that the arbitration panel may award injunctive or other equitable relief to a party to enforce these confidentiality provisions.
14.2. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreement, whether oral or written.
14.3. This Agreement may be amended or modified only in writing, and such writing must be agreed to by both parties.
14.4. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
14.5. This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of to an acquirer of substantially all of the assets or business of a party.
14.6. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
14.7. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
14.8. The headings in this Agreement are for convenience only and do not affect the interpretation of this Agreement.
14.9. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.
14.10. All notices, requests, demands, and other communications under this Agreement must be in writing and will be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: Hello Exit LLC, 9036 35th Ave SW Suite B, Seattle, WA 98126, or at such other address as any party may designate by notice to the other parties.
14.11. Each party will, upon the request of the other party, execute such further documents and do such further acts and things as the requesting party may reasonably require for the purpose of giving the requesting party the full benefit of all of the provisions of this Agreement.
Testimonials
What our clients say
in my career you get to deal with a lot of service providers. There are the below average, the average the the above average. Then there is one category that no one talks about which is the exception. I have had the pleasure of meeting Dustin at an event. We then engaged him to source acquisition targets for us. The communication, Personal service, attention to details, availability, interaction with him and his team has been nothing short of exceptional. If ANYONE wants further in-depth conversation about the exceptional experience please reach out.
Dustin and his team at Hello Exit are simply incredible! Their expertise and support throughout the entire process of selling my company were a game changer. Dustin’s expertise and guidance throughout the entire process was invaluable. He took the time to truly understand my needs and goals, and helped me navigate every step of the way with ease. His team at Hello Exit is exceptional, and they truly go above and beyond to ensure their clients are not only satisfied, but actually excited about their exit!! I cannot recommend Hello Exit enough! Their professionalism, knowledge, and dedication to their clients are unmatched. If you’re looking for a top-notch company to help you sell your business, look no further than Hello Exit. Thank you, Dustin and team, for all that you do!
I worked with Dustin [from Hello Exit] for the sale of a business and everything went smoothly. He was very hands-on and provided a lot of guidance throughout every part of the process. He took the time to get to know my business well and was able to communicate our operation effectively to potential buyers. The sale was a success and I couldn’t have done it without him.
Dustin [from Hello Exit] was great working with me to help sell my software company. He made everything clear, was patient, never over pressured me, but kept a strong sense of urgency. I would recommend him to anyone looking to sell their business and plan on working with him again in any capacity that I can.
It was a pleasure working with Dustin and he has my most sincere recommendation. He and his firm bring a sophistication and etiquette that is very hard to find in the lower, lower middle market – outstanding preparation, excellent sell-side coaching, a rationale / unbiased disposition, and so on. In addition, he brings a powerful network to the conversation and can add value well beyond the transaction. I hope to work with Dustin on many more deals to come!
Dustin added tremendous value for our portfolio of companies. He made a complex sale process easier and significantly more efficient. We received 5 offers (two above ask) and were extremally happy with the outcome. As a serial trouble maker that has acquired 7 companies and sold 4 we will be using Dustin for future exits.
With Hello Exit, Dustin has built one of the best online business brokerages out there. As a buyer, Dustin’s company has continuously provided us with acquisition targets that have been very well qualified. Every opportunity has fit directly into the criteria we’ve been looking for which has saved a ton of time on due diligence. If you want to get a jump start on your acquisition pipeline, it’s easy to recommend Dustin and Hello Exit.
Dustin is one of the most knowledgable business broker out there for tech & web businesses. We used him to buy a significant business operated by 15+ employees. Our work in diligence was substantially reduced given the strong & accurate information package he provided. All questions were proactively answered, all supporting data was there and presented in the right format, and everything was accurately represented. This saved us weeks of work! In discussions & negotiations, Dustin played a fair role & helped resolved issues by understanding the issue from the perspective of both buyer & seller. With his knowledge and experience, he was able to make smart suggestions and helped everyone reach a common ground quickly. I would surely work with Dustin again. He is super!
Dustin is one of the smartest SaaS model minds in the business. We compare notes about technology, business models and how to level-up companies in today’s fast changing markets. He is on point with a great approach and I am always happy to send recommendations. Cheers, Tim
What can I say other than Dustin [from Hello Exit] delivered on everything he promised… and then some. At first, I didn’t believe him when he said he would sell my agency in a few months. But he was so passionate about working together, a part of me believed he would deliver. And he did. We had 3 offers in 30 days and went under contract with the highest offer. In 3 months later we closed on the sale at the price he evaluated us on. During the entire process, his knowledge and experience helped immensely. Any time there was confusion or a hurdle that myself or the buyer had, Dustin and his team stepped in and smoothed every over. Selling a business is one of the most invigorating yet stressful experience I’ve ever went through and I’m so grateful that I picked the right broker to help me through it. I’d use him again in a heartbeat.
Dustin and his team were great to work with. They helped increase our deal flow with strategic deals. If someone is looking to increase their targeted deal flow I would definitely recommend working with Dustin.
Dustin was awesome to work with on the deal. He and team provided great support and advice all through – from initial interest discussions, negotiations, contract closure to execution. He is very prompt and proactive which sails the deal making through. He also provided great support and mediation help post transition on some key contract payout clauses, which is highly appreciated. I recommend Dustin highly to SAAS business owners and entrepreneurs.
I’ve known Dustin for over 10 years, and actually acquired a SaaS company he founded. I’ve always found Dustin to be extremely sharp, fair and honest, reasonable to deal with, and the kind of person you would want to do business with again in the future (which is rare these days). I’m currently mentoring and incubating over 150 international startup companies, and have already talked with Dustin about bringing him these businesses to broker to sell once they are profitable and solidly into their momentum phase.
Dustin is one of the best and most trustworthy SaaS advisors and brokers in the industry, and a great person! If you run a SaaS business, and Dustin contacts you, you should definitely talk to him! Even if you decide not to sell, it will be a very worthwhile and fruitful conversation.
