Terms & Conditions

Last updated: February 2026

1. Acceptance of Terms

By accessing or using the NewClue platform at www.newclue.com (the "Platform"), you agree to be bound by these Terms and Conditions (the "Terms"). If you do not agree to these Terms, you may not access or use the Platform. These Terms constitute a legally binding agreement between you ("Buyer," "User," or "you") and NewClue ("we," "us," or "our"). Your continued use of the Platform constitutes ongoing acceptance of these Terms as they may be amended from time to time.

2. Use of the Platform

The Platform provides a structured process for business acquisitions, including buyer screening, non-disclosure agreement execution, confidential data room access, and letter of intent submission. You agree to the following:

  • You will provide accurate, complete, and current information in all forms and submissions.
  • You will use the Platform solely for the purpose of evaluating and potentially acquiring businesses listed on the Platform.
  • You will not attempt to circumvent the structured transaction process, including contacting sellers directly without authorization.
  • You will not share access credentials, secure links, or data room materials with any unauthorized third party.
  • You will not use automated tools, bots, or scripts to access or interact with the Platform.

3. Confidentiality

All information provided through the Platform, including but not limited to deal descriptions, financial data, operational documents, and seller information, is strictly confidential. By using the Platform, you acknowledge and agree that:

  • Execution of a Non-Disclosure Agreement ("NDA") is mandatory before accessing any confidential business information.
  • The NDA is a binding legal agreement enforceable under applicable law.
  • Data room materials may not be copied, downloaded, printed, shared, or distributed except as explicitly authorized in writing.
  • Breach of confidentiality obligations may result in immediate termination of your access and legal action for damages.
  • Confidentiality obligations survive the termination of the transaction process and your use of the Platform.

4. Buyer Screening

All prospective buyers are required to complete a screening process before accessing confidential information. We reserve the right, in our sole discretion, to accept or reject any buyer at any stage of the process without providing a reason. Completion of screening does not guarantee access to deal materials, acceptance of a letter of intent, or the consummation of any transaction. We have no obligation to proceed with any buyer regardless of the stage of the transaction process.

5. Letter of Intent

Letters of Intent ("LOI") submitted through the Platform are non-binding with respect to the proposed transaction terms, with the following exceptions:

  • Exclusivity: Upon acceptance of an LOI, the buyer acknowledges a thirty (30) day exclusivity window during which the seller agrees not to solicit or accept offers from other parties. This exclusivity provision is binding.
  • Confidentiality: All confidentiality obligations remain binding regardless of LOI status.
  • Good Faith: Both parties agree to negotiate in good faith toward a definitive agreement during the exclusivity period.

Submission of an LOI does not obligate either party to consummate the transaction. A binding obligation arises only upon execution of a definitive purchase agreement by both parties.

6. No Warranties or Guarantees

THE PLATFORM AND ALL INFORMATION PROVIDED THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION PROVIDED BY SELLERS OR AVAILABLE IN DATA ROOMS. WE DO NOT GUARANTEE THAT ANY TRANSACTION WILL BE COMPLETED, THAT ANY BUSINESS WILL PERFORM AS REPRESENTED, OR THAT THE PLATFORM WILL BE AVAILABLE WITHOUT INTERRUPTION. BUYERS ARE SOLELY RESPONSIBLE FOR CONDUCTING THEIR OWN DUE DILIGENCE AND ENGAGING QUALIFIED PROFESSIONAL ADVISORS.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEWCLUE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR ANY TRANSACTION FACILITATED THROUGH THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY. OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF ANY FEES ACTUALLY PAID BY YOU TO US IN CONNECTION WITH THE APPLICABLE TRANSACTION.

8. Indemnification

You agree to indemnify, defend, and hold harmless NewClue, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Platform; (b) your breach of these Terms; (c) your breach of any NDA executed through the Platform; (d) your violation of any applicable law or regulation; or (e) any dispute between you and any seller or other third party in connection with a transaction.

9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising out of or in connection with these Terms or the Platform shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

10. Modifications

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Platform. Your continued use of the Platform following any changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

11. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12. Contact

For questions regarding these Terms and Conditions, contact us at:
info@newclue.com