The use of all information, articles, listing and other copyrighted features available on AmeriprisePracticeTransitions.com Web site (the “Site”) is subject to the following terms and conditions. By submitting information to, or accessing information from, AmeriprisePracticeTransitions.com, you, as the “User” agree to the terms and conditions set forth in this “Legal Notices/Disclaimer/Terms of Use” section in its entirety. This “Legal Notices/Disclaimer/Terms of Use” section is a legal agreement (the "Agreement") between User and Business Transitions, LLC, dba FP Transitions. If User does not understand any of the terms or conditions in this section, User is advised to consult with an attorney prior to any use of this Site.
If User does not agree to all terms and conditions set forth in this Agreement, User shall not, and shall not be permitted to, submit information to, or access information from, the Site. All questions concerning this Agreement should be directed to: Office Manager, Business Transitions, LLC and Business Transitions Publishing, Inc., 10260 SW Greenburg Road, Suite 1170, Portland, Oregon, 97223. Business Transitions, LLC may update these terms and conditions at any time and without notice and such updated provisions of this Agreement shall be binding upon User.
Disclaimer
By proceeding to use the Site and any or all of the information posted on the pages of this Site, User acknowledges that neither FP Transitions nor Business Transitions, LLC (collectively "Transitions"), make any representations or warranties with respect to the information contained or provided herein and take no responsibility for investigating, supplementing, updating, or correcting such information. All information is provided “As Is.” Transitions hereby, and pursuant to Section 4 below, DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTIES ARISING FROM CUSTOM, COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED, AND USER HEREBY WAIVES ALL SUCH WARRANTIES. Transitions may provide User sources of assistance, generic and general information on buying, merging, or selling a financial services practice, sample contract forms or language, checklists, or other documentation and information. Transitions may also recommend professionals or provide links to services offered by companies that may be of assistance to User in the sale, merger, or acquisition process. However, and notwithstanding the foregoing, Transitions cannot and does not offer user legal, tax, or regulatory advice in the acquisition, merger, or sales process. User is advised to seek independent legal, tax, or other counsel for all aspects of the process and transaction, including any advice regarding the process, services, document, or forms.
User bears full and complete responsibility in the use of, or reliance on, information provided herein, including sample contract forms, suggested contract language, checklists, and service providers. TRANSITIONS CANNOT AND DOES NOT WARRANT THE VALUE OR CONDITION OF THE BUSINESSES BEING PURCHASED, MERGED WITH, OR SOLD ON THIS SITE, THE REPRESENTATIONS OF EITHER BUYER OR SELLER, NOR THE RETENTION OF CLIENTS OR ASSETS UNDER MANAGEMENT FOLLOWING SALE, MERGER, OR ACQUISITION. All risk of loss or damage is solely that of the User of this Site. Transitions is not responsible for delays or interruptions related to this site or listings due to any act or cause not reasonably within Transitions' control. Listing fees are not refundable except as set forth in the Listing Agreements. If User does not agree to all terms and conditions set forth in this Agreement, User shall not, and shall not be permitted to, submit information to, or access information from, the Site.
Buyer / Seller Listing Terms.
Before proceeding you must agree to these conditions: 1) FP Transitions will act at all times in the capacity of "serving the deal." We do not act as an advocate or agent for either side. FP Transitions is compensated for providing a central marketplace, under the terms set forth below. 2) This listing, once activated by FP Transitions, is exclusive. This means that if you sell or otherwise transfer all or any part of the listed practice, regardless of whether or not FP Transitions is the direct cause of the sale, within 12 months of the listing's expiration or deactivation, listing fees will be owed as set forth in Section 3 below. 3) Fees: If you, as a seller, close a deal or you otherwise complete a deal, you agree to promptly notify us (defined as no later than 24 hours after submitting your agreements and consent forms to Ameriprise Financial Advisors’ home office for review and final approval) of the purchase price and the terms of the sale, the actual date of closing, and the identity of the buyer, and provide us with a complete copy of the sale documents. As the Seller, you will owe no commission to us if you comply with these terms. Failure to comply with these terms may result in a claim against you, the Seller, for our fees (3.5% of the listing sale price). If you, as a buyer, close a deal as a result of contacting a seller listed on the Ameriprise Practice Transitions Website, you agree to pay us a commission of 3.5% of the listing price. The total commission to FP Transitions is 3.5% paid entirely by the Buyer. You will owe the commission under this Agreement if you close or complete a transaction with a Seller you were introduced to through or as a result of using this Ameriprise Transitions Web site at any time within 12 months following the introduction or listing. The minimum commission owed under this Agreement is $2,500. 4) No refunds of FP Transitions' fees are made following closing. As a member of Ameriprise, and by using this Ameriprise Transitions Web site, you give FP Transitions permission to discuss your transaction with your broker-dealer in an effort to streamline the sale and to protect our fees. Contract forms appropriate to complete most transactions will be provided to your buyer. 5) All purchases, sales or mergers shall be closed by Pacific Northwest Title in Portland, Oregon a neutral, commercial, escrow depository, unless otherwise agreed in writing in advance by buyer, seller and FP Transitions. (Closing will take place through use of teleconference, facsimile or e-mail.) The costs of escrow services are to be split between buyer and seller upon closing; fees will be deducted by escrow. 6) You authorize FP Transitions to take all reasonable steps to promote this listing to its Ameriprise members and buyer database within Ameriprise Practice Transitions. FP Transitions will take all reasonable steps to protect your confidentiality, but in a “closed system” such as Ameriprise Practice Transitions, confidentiality cannot be guaranteed. You understand and agree that we do not provide tax or legal advice. We recommend and insist that you have all documents and information obtained from this Site carefully reviewed by your own professional legal and tax counsel before closing. 7) Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled and resolved by arbitration before one arbitrator, in Portland, Oregon, in accordance with the Federal Arbitration Act, 9 US Code Sections 1-16. The substantive law of Oregon will determine the interpretation of this agreement. Each party shall be responsible for its own attorney fees. Costs and arbitration fees shall be paid by the losing party. 8) LIMITATIONS OF LIABILITY. ANY LIABILITY OF FP TRANSITIONS ARISING OUT OF ANY SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL MINIMAL VALUE OF SERVICES EQUAL TO $2,500, OR THE TOTAL COMMISSIONS PAID UNDER THIS AGREEMENT, WHICHEVER IS GREATER. IN NO EVENT SHALL FP TRANSITIONS BE LIABLE FOR ANY INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE.
Liquidated Damages.
By using AmerprisePracticeTransitions.com, User agrees to be bound by the following Terms of Use which are part of the Agreement. Transitions and its affiliates and subsidiaries reserve the right to review and revise the Terms of Use from time to time without notice and such updated Terms of Use shall be binding upon User.
User agrees to limit access to and use of listings and all articles, opinions, data charts, and comparable sales data to User’s personal and internal use, and shall not use listings, articles, opinions, data charts, and comparable sales data obtained from the Site for further distribution, publication, public display, or preparation of derivative works, or facilitate any of these activities in any way. User agrees that User will not use or reproduce listings obtained from this site for or in connection with any other listing service, Web site, or device. Users of the Site who violate these specific terms, by automated or manual means, shall be subject to immediate termination of their membership and will be assessed a fee of $500 per listing and per article per month in addition to any other damages that may be obtained pursuant to State or Federal law. User and Transitions agree that the damages to Transitions for a breach of the Agreement would be difficult to determine and that the amount of $500 is a reasonable estimate of the damages Transitions will incur as a result of User’s violation of this Agreement and is not a penalty. User agrees that its compliance with this Agreement is necessary and reasonable in order to protect Transitions and Transitions’ business. User further agrees that monetary damages would be inadequate to compensate Transitions for any breach by User of any covenants and agreements set forth herein. Accordingly, User agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Transitions and that, in addition to any other remedies that may be available under this Agreement, in law, in equity or otherwise, Transitions shall be entitled to obtain injunctive relief against the threatened breach of this Agreement by User or the continuation of any such breach by User, without the necessity of proving actual damages.
Membership privileges are granted by Transitions to individuals exclusively and are granted specifically to the subscribing registered User only. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered User without the express, written permission of Transitions. Transitions requires that each registered User maintain a valid e-mail address and password, which shall be required to log on to the AmeriprisePracticeTransitions.com system. Users are not permitted to share their individual log-in information with others. Transitions has the right to refuse or terminate service to any User that fails to abide by the Terms and Conditions of this Agreement or abuses their rights related to the Transitions service. In the event of a termination of a User’s service, there shall be no refund of membership fees.
Transitions utilizes e-mail as a vital and primary communication channel with User. As a registered User, User hereby acknowledges and grants Transitions permission to communicate with User via e-mail (as well as other communication channels, such as phone and fax) for any purpose, including, but not limited to, system messages and notices, Transition Flash notices, product updates, service announcements, and other marketing messages. Transitions will use best efforts to honor User's written request, if any, to opt out of marketing messages, but under no circumstances will Transitions have any liability for sending any e-mail to its registered Users or customers.
Transitions will, in its sole discretion and without notice, terminate the accounts of, and refuse service to, and without refund, any User who violates this Agreement. Additionally, Transitions shall have the sole authority to choose the manner in which any financial services business will be searched, displayed, accessed, downloaded, copied, and otherwise used or displayed on the Site, and Transitions shall have the right under this Agreement to modify all business listings.
User represents and warrants that (a) all information provided by User in User's listing or in discussions with prospective buyers or sellers will be accurate; and (b) User agrees that User will not post information regarding a financial services business on the FP Transitions' system under a name other than the named licensed business or individual. Transitions reserves the right to remove all or any part of a financial service business listing posted on this Web site. Transitions accepts no responsibility for checking the accuracy of reports, representations, or data files submitted by User as a listing customer or relied on by User as a prospective buyer.
Limitation of Remedies
User agrees that, to the full extent allowed by applicable law, TRANSITIONS' LIABILITY, IF ANY, ARISING OUT OF ANY SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL OF (A) THE LISTING FEE FOR ONE YEAR OR (B) THE COMMISSIONS PAID BY USER THROUGH THE SITE ON THE APPLICABLE SELLER LISTING, WHICHEVER IS APPLICABLE. IN NO EVENT SHALL TRANSITIONS BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE. All use of the Transitions Site including, without limitation, all articles, process, services and documents shall be subject to this limitation on damages.
1) Security
User will have a password personally selected by User that limits use of this site to User alone. User is responsible for maintaining the confidentiality of User's password and is fully responsible for all conduct carried out under User’s password. Transitions is not liable for any loss of confidentiality or for any damages arising from User's failure to comply with these terms. User will promptly report any unauthorized use of User's password to Transitions. User shall be liable for any unpaid or uncollected closing commissions earned from a listing posted on this site, even if arising from an unreported, unauthorized use of User’s password.
2) User Warnings / User Conduct
Transitions currently makes certain services available, including, without limitation, listings of practices for sale, articles, a Web log system, and an instant notification service, conditioned upon User’s compliance with this Agreement. Transitions reserves the right to modify the services available at any time without notice to User. Without limiting the generality of the foregoing, in consideration for Transitions providing such services, User also agrees not to:
If User violates such terms, Transitions may, without prior notice and without liability to User, permanently ban User from any and all services, terminate and delete User's listing(s) without refund, and take any other action Transitions deems appropriate in our sole discretion. Transitions may also take any action Transitions deems appropriate, in our sole discretion, to maintain the high quality of Transitions' services and to protect ourselves and others. Transitions may, without notice to users of this Web site, delete references in the listing forms to any broker-dealer, company, phone number, address, or Web site.
3) Web Site Links And Third-Party SitesThis Web site may contain links to other Web sites which are independent of this Web site. Transitions MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, VALUE, INTEGRITY, COMPLETENESS, OR AUTHENTICITY OF THE INFORMATION OR OPINIONS CONTAINED IN ANY SUCH LINKED WEB SITE, and any link to another Web site shall not in any manner be construed as an endorsement by Transitions of that Web site, or of the products or services described therein. Furthermore, these links may lead to sites or links that contain offensive and objectionable content or which may contain dangerous computer viruses. User assumes, and Transitions hereby disclaims, all responsibility for any of the content on these sites or for any damage sustained by users of these sites.
4) No Representations or Warranties
The services provided on this Web site and the content, articles, information, documents, graphics, listings, links, and images published could include inaccuracies, typographical errors, or other errors. Transitions makes no commitment to update or change the information contained on this Web site. Furthermore, Transitions reserves the right to temporarily, or permanently, modify, alter, discontinue, or delete the same without prior notice. Consequently, TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON THIS WEB SITE ARE PROVIDED "AS IS," AND WITHOUT WARRANTY, AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTIES ARISING FROM CUSTOM, COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED, AND USER HEREBY WAIVES ALL SUCH WARRANTIES. User should not rely upon opinions expressed at this Site when making business, financial, personal, or other decisions. Furthermore, Transitions does not endorse the opinions of third parties expressed on this Site or on linked Web sites. Transitions shall not be responsible for delays or interruptions related to this Site or listings due to any act or cause not reasonably within Transitions' control.
5) Limitation of Damages
IN NO EVENT WILL TRANSITIONS, OUR OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, COST OF COVER OR LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT, OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED WEB SITE, EVEN IF TRANSITIONS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL BASIS. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES, ANY LOST PROFITS, BUSINESS INTERRUPTION, AND LOSS OF PROGRAMS OR OTHER DATA ON USER'S INFORMATION HANDLING SYSTEM. USER ACKNOWLEDGES THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR TRANSITIONS TO PROVIDE THE SERVICES, SITE, AND OTHER CONTENT AND MATERIALS.
6) Ownership
All right, title, and interest (including all copyrights, trademarks, and other intellectual property rights) in this Site belong to Transitions or Transitions' licensors. In addition, the names and images identifying Transitions' products and services are Transitions' proprietary marks. All other copyrights, trademarks, and other intellectual property rights referred to in this Web site belong to their respective owners. All contracts and form agreements provided to users of this site are provided to Transitions under a license agreement with Business Transitions Publishing, Inc.
7) Dispute Resolution
Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled and resolved by arbitration before one arbitrator, in Portland, Oregon, in accordance with the Federal Arbitration Act, 9 US Code §§ 1-16. The substantive law of Oregon will determine the interpretation of this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, including the courts of Oregon. Each party shall be responsible for its own attorney fees and costs. Notwithstanding the foregoing, in the event Transitions seeks injunctive relief against the threatened breach of this Agreement by User or the continuation of any such breach by User, this arbitration clause shall not stay or otherwise bar Transitions’ action for injunctive relief in the State or Federal Courts.
8) Governing Laws in Case of Dispute
THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN. USER IRREVOCABLY CONSENTS AND WAIVES ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN MULTNOMAH COUNTY, PORTLAND, OREGON, AND USER SHALL NOT COMMENCE OR PROSECUTE ANY SUIT OR ACTION EXCEPT IN THE FOREGOING COURTS OR LOCATION.
9) Indemnification
USER AGREES TO HOLD HARMLESS, DEFEND, AND INDEMNIFY TRANSITIONS, OUR OFFICERS, MANAGERS, DIRECTORS, MEMBERS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, PARTNERS LICENSOR’S AND AFFILIATES, SUCCESSORS, AND ASSIGNS FROM ALL LIABILITIES, CLAIMS, DEMANDS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE DUE TO, OR THAT ARISE FROM, USER'S USE OR MISUSE OF THIS SITE, ANY SERVICES THEREIN, REPUBLICATION OF OUR SELLER LISTINGS, USE OF FORMS OR FOR INFRINGEMENT BY USER OR OTHERS OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHT OF ANY THIRD PARTY. TRANSITIONS MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY USER, AND USER AGREES TO COOPERATE WITH TRANSITIONS IN SUCH EVENT.
10) International Use
Transitions does not represent that all content, materials, and services on this Web site are appropriate or available for use in all geographic locations, especially some locations outside the United States, and accessing such from certain locations may be illegal and prohibited. Those who do access content, materials, and services from such locations act on their own initiative and Transitions is not responsible for their compliance with local laws or other applicable laws. User will not access the foregoing where prohibited by law.
11) Time to Bring Claim
ANY LITIGATION OR ARBITRATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USER'S USE OF TRANSITIONS' SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR USER AGREES THAT IT WILL BE PERMANENTLY BARRED.
12) Integration; Severability
This Agreement incorporates by reference any notices contained on this Web site and constitutes the entire agreement with respect to User's access to and use of this Site. Transitions may modify this Agreement at any time without notice to User, and User's use of this Site constitutes User's agreement to be bound by such modified terms. Any provision of this Agreement which is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable in that jurisdiction without in any way invalidating the remaining provisions of this Agreement. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.
The information presented on this Site is for informational purposes only and should not be construed as accounting, tax, financial services, human resource, insurance, or legal advice to User or others. User should consult a professional advisor that is familiar with User's particular factual, legal, or tax situation before making any decision. Transitions recommends on every form contract that User review all agreements with User's own legal and tax counsel. User agrees to do so prior to signing any form, and prior to relying on any information or general advice that Transitions gives User.
Except where noted otherwise, all Site contents are Copyright © 1999-2009 Business Transitions, LLC, and all rights to this content are hereby reserved. No page, article, or listing, in whole or in part, or any other materials on this Site, including but not limited to the text, graphics, sale price or seller’s location, and html code, may be reproduced, republished, or transmitted in any form by any means without the express written permission of Business Transitions, LLC. All form contracts are provided under a license agreement with Business Transitions Publishing, Inc.