Terms of Service

1. Acceptance of Terms

By accessing or using the ListingLedge platform (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Platform. You must be at least 18 years of age to create an account or use the Platform. Business entities may use the Platform, provided that the individual accepting these Terms on behalf of the entity has the authority to bind that entity. By using the Platform, you represent and warrant that you meet these requirements.

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms, you also acknowledge the Privacy Policy.

2. The Platform — Not a Broker

ListingLedge operates an online marketplace that connects buyers, sellers, lessors, lessees, and service providers in the hospitality industry, including but not limited to restaurants for sale or lease, commissary kitchens, event spaces, hotels, hospitality staff, and performers (collectively, "Listings").

ListingLedge is NOT a broker, agent, dealer, employer, or party to any transaction. We provide the technology platform that facilitates connections between members. All negotiations, agreements, and transactions happen directly between the parties involved. ListingLedge does not represent, warrant, or guarantee any Listing, member, or transaction outcome. Brokers and agents who use the Platform act on their own behalf and on behalf of their own clients, not as agents or representatives of ListingLedge.

Nothing on this Platform constitutes legal, financial, accounting, tax, real estate brokerage, business brokerage, appraisal, or investment advice. Members are encouraged to seek qualified professional advisors before entering into any transaction.

3. Member Accounts

To access most features of the Platform, you must register for an account. When registering, you agree to provide accurate, current, and complete information. You may only maintain one account per person. Accounts are not transferable.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify ListingLedge immediately at support@listingledge.com if you suspect any unauthorized use of your account.

ListingLedge reserves the right to suspend or terminate accounts that violate these Terms, provide false information, or engage in conduct harmful to the Platform or other members.

4. Listing Rules

Members who post Listings ("Sellers" or "Hosts") agree to the following:

• All information in a Listing must be accurate, complete, and not misleading. Sellers and Hosts are solely responsible for the accuracy of their Listings.
• Fraudulent, misleading, or deceptive Listings are strictly prohibited and will result in immediate removal and account termination.
• By submitting a Listing, the member represents and warrants that they have the legal authority to list the property, business, service, or opportunity described, and that the Listing complies with all applicable laws.
• ListingLedge may remove any Listing at any time, for any reason, at its sole discretion, including but not limited to suspected fraud, incomplete information, or violation of these Terms.
• Confidential Listings (typically restaurant-for-sale Listings with sensitive financial data) require interested buyers to execute a Confidentiality Agreement before detailed financial information is disclosed.

5. Confidentiality Agreements

Certain Listings on the Platform involve sensitive business and financial information. Before accessing such information, prospective buyers or tenants may be required to execute a Confidentiality Agreement ("CA").

By signing a CA on the Platform, you agree to keep all disclosed financial, operational, and proprietary information strictly confidential. You agree not to share, reproduce, or use such information for any purpose other than evaluating the specific opportunity described in the Listing. A CA is an agreement between the disclosing member and the receiving member; ListingLedge is not a party to it and is not responsible for its enforcement.

Electronic signatures. You consent to transact electronically and agree that your electronic acceptance, click-to-sign, or typed name on a CA or any other agreement on the Platform constitutes your valid, binding signature and has the same legal effect as a handwritten signature. You agree that electronic records of these agreements are admissible and enforceable.

Violation of a CA — including unauthorized disclosure of confidential information to third parties or use of such information for competitive purposes — is grounds for immediate account termination, civil liability, and potential legal action by the Listing owner.

6. Bookings and Transactions

ListingLedge offers in-platform booking and transaction capabilities for commissary kitchens, event spaces, hospitality staff, and performers. Availability of these features may vary by listing type and region.

When you complete a booking or transaction through the Platform:

• ListingLedge may charge a platform fee on completed bookings and transactions facilitated through the Platform.
• All payments are processed through Stripe, Inc. By using payment features, you also agree to Stripe's Terms of Service. ListingLedge does not store full payment card details.
• Cancellation and refund eligibility is governed by the cancellation policy selected by the listing owner at the time of booking.
• ListingLedge facilitates the connection and payment only. The performance, quality, safety, and legality of any booked space, shift, service, or performance is the sole responsibility of the members involved.

Promotional features, credits & paid plans.ListingLedge may offer paid promotional features (such as listing boosts, featured placement, or badges), referral or promotional credits, and subscription plans. Promotional features improve a Listing's visibility or presentation but do not guarantee any number of views, leads, inquiries, bookings, or sales, and fees for them are non-refundable except as expressly stated at the time of purchase or required by law. Credits (including referral credits) have no cash value, are non-transferable, cannot be redeemed for money, and may be modified, expired, or revoked — including for fraud or abuse — at our discretion. ListingLedge may add, change, or discontinue any feature, plan, or pricing at any time.

7. No Employment Relationship; Staff, Performers & Service Providers

The Platform allows members to find, book, and be booked for hospitality staffing, performances, and other services. When you book or are booked through the Platform, you acknowledge and agree that ListingLedge is solely a neutral venue and is NOT an employer, joint employer, staffing agency, talent agency, or employment agency, and is not a party to any engagement, shift, gig, or performance arranged between members. ListingLedge does not supervise, direct, or control the work of any staff member, performer, or service provider, does not set their pay, and does not provide their tools, training, or workspaces.

The member who hires or books a person or service is solely responsible for: (a) correctly classifying workers and complying with all applicable labor, wage-and-hour, tax-withholding, work-authorization, and immigration laws; (b) providing any required workers' compensation, liability, or other insurance; (c) verifying the identity, eligibility, licensing, certifications, and qualifications of anyone they engage; and (d) the safety and conditions of any worksite, event, or venue. Staff, performers, and service providers are responsible for their own taxes, insurance, licenses, and legal compliance.

You agree that ListingLedge bears no responsibility for the performance, conduct, attendance, non-appearance, quality, legality, or safety of any member, booking, shift, or performance arranged through the Platform.

8. AI Tools, Valuations & Estimates

The Platform offers optional artificial-intelligence and automated tools, including listing-description generators, title and SEO suggestions, content improvers, and business-valuation estimates (collectively, "AI Tools"). Any output from the AI Tools — including any valuation, price estimate, or suggested figure — is provided for general informational purposes only, is generated automatically from limited inputs, and is NOT an appraisal, a broker's opinion of value, or financial, tax, legal, or investment advice, and is not a guarantee of any sale price, rent, or outcome.

Valuations and estimates may be inaccurate or incomplete and should never be relied upon as the basis for any pricing, purchase, sale, lease, or financial decision. You are responsible for reviewing, editing, and verifying any AI-generated content before publishing or relying on it, and you remain solely responsible for the accuracy of your Listings. ListingLedge disclaims all liability arising from your use of, or reliance on, any AI Tool output to the fullest extent permitted by law.

9. Prohibited Conduct

You agree not to use the Platform to:

• Post spam, unsolicited messages, or engage in bulk outreach to other members.
• Submit fake, fraudulent, or fictitious Listings.
• Harass, threaten, defame, or abuse other members or ListingLedge staff.
• Scrape, crawl, or systematically extract data from the Platform without written permission from ListingLedge.
• Circumvent or attempt to circumvent Platform fees by taking transactions off-platform after making initial contact through ListingLedge.
• Conduct or facilitate any illegal activity, including unlicensed brokerage, money laundering, or fraud.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Interfere with or disrupt the Platform infrastructure, security, or other members' use of the Platform.

10. Intellectual Property; Member Content & Feedback

ListingLedge and its licensors own all right, title, and interest in and to the Platform, including all software, design, trademarks, service marks, logos, and content created by ListingLedge (collectively, "ListingLedge IP"). You may not copy, modify, distribute, or create derivative works from ListingLedge IP without our prior written consent.

Members retain ownership of the content they submit to the Platform, including Listing descriptions, photos, and other materials ("Member Content"). By submitting Member Content, you grant ListingLedge a non-exclusive, worldwide, royalty-free license to display, reproduce, distribute, and promote your Member Content on the Platform and in related marketing materials for as long as your Listing is active or as reasonably necessary to operate the Platform. You represent and warrant that you own or have the rights to all Member Content you submit and that it does not infringe any third-party right.

Feedback. If you send us feedback, suggestions, or ideas about the Platform, you grant ListingLedge an unlimited, irrevocable, perpetual, royalty-free license to use them for any purpose, without any obligation or compensation to you.

11. Copyright and DMCA Notice

ListingLedge respects intellectual-property rights and expects members to do the same. Do not upload photos, text, or other content you do not have the right to use. If you believe content on the Platform infringes your copyright, send a notice to support@listingledge.com that includes: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material and its location on the Platform; (c) your contact information; (d) a statement that you have a good-faith belief the use is not authorized; and (e) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or are authorized to act on the owner's behalf.

We will remove infringing content in appropriate circumstances and may terminate the accounts of members who are repeat infringers.

12. Third-Party Links and Content

The Platform may contain links to third-party websites, services, or resources, and may display content submitted by members or third parties. ListingLedge does not control and is not responsible for the availability, accuracy, content, products, or services of any third party. The inclusion of any link or third-party content does not imply endorsement. Your dealings with, and reliance on, any third party are solely between you and that third party.

13. Assumption of Risk; Member Interactions

ListingLedge does not screen, interview, background-check, or verify members, and does not vet the businesses, properties, kitchens, venues, vehicles, equipment, staff, or performers offered on the Platform. Interactions with other members — including communications, property tours and site visits, in-person meetings, the use of any space or equipment, and the hiring or engagement of any person — are undertaken entirely at your own risk.

You are solely responsible for taking reasonable precautions in all interactions, and for evaluating the suitability, safety, licensing, insurance, and legality of any business, property, space, person, or service before proceeding. To the fullest extent permitted by law, you assume all risk arising from your use of the Platform and from your interactions with other members and third parties.

Badges and trust indicators.ListingLedge may display badges, trust tiers, or labels (such as "Verified" or "Trusted") next to certain members or Listings. Any such indicator reflects only a limited review of information available to us at a point in time. It is nota guarantee, warranty, or endorsement of any member's identity, licensing, qualifications, credentials, solvency, or trustworthiness, and is not a substitute for your own due diligence. You agree not to rely on any badge or trust indicator as the basis for any transaction decision.

14. Disclaimers, Due Diligence & Release

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LISTINGLEDGE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LISTINGLEDGE MAKES NO WARRANTIES ABOUT: (A) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY LISTING OR MEMBER-SUBMITTED CONTENT; (B) THE IDENTITY, AUTHORITY, LICENSING, OR CREDIBILITY OF ANY MEMBER; OR (C) THE OUTCOME OF ANY TRANSACTION, BOOKING, OR NEGOTIATION FACILITATED THROUGH THE PLATFORM.

Your use of the Platform and reliance on any information found on the Platform is entirely at your own risk.

You are solely responsible for your own due diligence. ListingLedge does not verify, endorse, or guarantee the accuracy of any Listing, the financial information provided, the condition of any business or property, or the identity, licensing, authority, or credentials of any member. Before entering into any transaction, booking, lease, or agreement, you are responsible for independently verifying all material facts and for obtaining your own legal, financial, tax, and professional advice.

Release.Because ListingLedge is not a party to any transaction between members, you release and forever discharge ListingLedge and its officers, directors, employees, contractors, agents, and affiliates from any and all claims, demands, damages, losses, liabilities, costs, or disputes of every kind and nature — known and unknown, suspected and unsuspected — arising out of or in any way connected with any transaction, communication, listing, booking, or dispute between you and any other member or third party. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LISTINGLEDGE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF LISTINGLEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL LISTINGLEDGE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) OR (B) THE TOTAL AMOUNTS PAID BY YOU TO LISTINGLEDGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY TO YOU.

16. Indemnification

You agree to defend, indemnify, and hold harmless ListingLedge, its officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform; (b) your violation of these Terms; (c) your Listings or Member Content; (d) your violation of any third-party right, including any intellectual property, confidentiality, or privacy right; (e) any transaction, booking, hiring, or dispute between you and another member; or (f) your violation of any applicable law, including labor, tax, licensing, or consumer-protection laws.

17. Taxes

You are solely responsible for determining, collecting, reporting, and remitting any taxes (including sales, use, occupancy, income, and employment taxes) that apply to your Listings, bookings, transactions, sales, or engagements arranged through the Platform. ListingLedge does not provide tax advice and is not responsible for any member's tax obligations.

18. Term, Termination & Survival

These Terms remain in effect while you use the Platform. You may stop using the Platform and close your account at any time. ListingLedge may suspend, limit, or terminate your account or access to the Platform at any time, with or without notice, for any reason, including violation of these Terms. Upon termination, your right to use the Platform ceases immediately.

All provisions of these Terms that by their nature should survive termination — including the disclaimers, due-diligence and release provisions, limitation of liability, indemnification, intellectual-property terms, taxes, dispute resolution, and these general provisions — survive termination of your account or these Terms.

19. Dispute Resolution, Arbitration & Governing Law

These Terms are governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of law provisions.

Informal resolution first. Before filing any claim, you agree to first contact us at support@listingledge.com and make a good-faith effort to resolve the dispute informally for at least thirty (30) days after notice.

Binding arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or the Platform that is not resolved informally shall be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted on an individual basis — class actions and class arbitrations are not permitted. The arbitration shall take place in Charleston, South Carolina, or by video conference if mutually agreed.

WAIVER OF JURY TRIAL AND CLASS ACTIONS. To the extent any dispute proceeds in court rather than arbitration, you and ListingLedge each waive any right to a trial by jury. You and ListingLedge each agree that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

30-day opt-out. You may opt out of this arbitration and class-waiver agreement by emailing support@listingledge.com within thirty (30) days of first accepting these Terms, stating your name and your intent to opt out. Opting out does not affect any other provision of these Terms.

Notwithstanding the foregoing, either party may bring an individual claim in small claims court in Charleston County, South Carolina, if the claim qualifies.

20. General Provisions

• Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and ListingLedge regarding the Platform and supersede all prior agreements and understandings.
• Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• No Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of assets.
• Force Majeure. ListingLedge is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, outages, labor disputes, or third-party service failures.
• Relationship of the Parties. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between you and ListingLedge.

21. Changes to These Terms

ListingLedge reserves the right to update or modify these Terms at any time. We will post the revised Terms on this page with an updated "Last updated" date. For material changes, we will notify registered members via email at the address on file.

Your continued use of the Platform following the posting of revised Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Platform and may close your account.

22. Contact

Questions about these Terms? Contact us at: