Last Updated: July 8, 2026
These Terms of Use (“Terms”) are entered into by and between you (“you” or “User”) and Heirly Inc., a federally incorporated company operating in Ontario, Canada (“Heirly,” “we,” “us,” or “our”). These Terms govern your access to and use of the Heirly platform, website, applications, and related services (collectively, the “Platform”).
Heirly operates a multi-sided marketplace. Certain rights, obligations, and representations apply differently depending on whether you are a Buyer, Seller, or Advisor. These role-specific provisions are embedded within these Terms and apply in addition to the general provisions.
By accessing or using the Platform, you agree to be bound by these Terms, our Privacy Policy, and our Cookies Policy. If you do not agree, you must not access or use the Platform.
1.1 By accessing or using the Platform, you represent and warrant that you:
1.2 Heirly may update these Terms from time to time. We will notify you of material changes via email to the address associated with your account. Your continued use of the Platform after such notification constitutes acceptance of the updated Terms. Users are encouraged to review our Privacy Policy and Cookies Policy regularly, as continued use of the Platform constitutes acceptance of updates to all policies.
2.1 Heirly is a Canadian software-as-a-service marketplace that facilitates discovery, communication, and information exchange between business sellers, prospective buyers, and professional advisors.
2.2 Heirly does not act as a broker, dealer, agent, fiduciary, or representative for any User, and does not purchase, sell, value, negotiate, or close business transactions, or provide any legal, financial, tax, accounting, investment, valuation, or other professional advice. Any subscription fee, success fee, or referral commission payable to Heirly is a fee for access to and use of the Platform and its discovery, matching, and introduction functionality, and is not compensation for brokerage, agency, advisory, or negotiation services. Neither the payment nor Heirly's receipt of any such fee makes Heirly a broker, dealer, agent, or fiduciary of any User.
2.3 Any transaction, engagement, agreement, or professional relationship formed through the Platform is solely between the applicable Users. Heirly is not a party to, and has no responsibility for, such arrangements. Heirly has no obligation to monitor, supervise, verify, or resolve disputes between Users and assumes no duty of care with respect to interactions or transactions between Users.
2.4 Progressive Information Disclosure. The Platform uses a tiered disclosure system to protect confidential business information:
Sellers control which information is visible at each disclosure level. Buyers acknowledge that access to higher disclosure levels is subject to Seller approval and Platform verification requirements.
2.5 Multiple Sources of Compensation. Heirly's compensation from the selling side of a transaction — a Success Fee from a Seller under Section 8.4, or a referral commission from a Broker under a Broker Referral and Commission Agreement where a broker represents the seller — is payable once per transaction, not cumulatively. In addition to this selling-side compensation, and separately from any subscription fees payable under Section 6, Heirly may concurrently receive: a referral fee for connecting a Buyer or Seller with an Advisor on the Platform; and, where applicable, a referral fee from a third-party lender in connection with financing obtained by a Buyer for the transaction. These additional fees arise from independent arrangements with different Users and are not contingent upon, and do not reduce, one another or any other fee described in this Section. Heirly's receipt of compensation from one User does not create an agency, fiduciary, or advisory relationship with that User, does not affect Heirly's obligations to any other User, and does not affect the matching, ranking, or introduction functionality provided to any User.
3.1 Buyers are Users seeking to identify, evaluate, or acquire a business.
3.2 Sellers are Users seeking to list a business for potential sale or succession.
3.3 Advisors are Users providing professional services, expertise, or advisory support to Buyers or Sellers.
3.4 A User may hold more than one role but remains bound by the obligations applicable to each role.
4.1 Use of the Platform is limited to individuals and entities that satisfy the requirements in Section 1 and all applicable laws.
4.2 International Users acknowledge that the Platform is operated from Canada. Use outside Canada may be subject to additional laws and regulations, and Users are solely responsible for compliance with such laws.
5.1 Account Creation. You must provide accurate, current, and complete information, including business or professional credentials where applicable, and keep such information updated.
5.2 Verification. Heirly may conduct identity, credential, or business verification. Verification is for platform integrity and risk mitigation only and does not constitute endorsement, certification, or warranty. Such verification may involve use of Cookies and other tracking technologies as described in the Cookies Policy and for the purposes of compliance with the Privacy Policy.
5.3 Account Security. You are responsible for safeguarding your credentials and all activity under your account. Heirly is not liable for losses arising from unauthorized access except as required by law.
5.4 Authorized Representatives. Users may access the Platform on behalf of organizations, including business brokerages, advisory firms, franchises, or investment entities.
6.1 Access to certain features of the Platform, including business listings, may require a paid subscription. Subscription plans, features, and pricing vary by role (for example, Buyer, Seller, or Advisor) and, for Sellers, may vary by business size or listing tier. The applicable pricing is presented to you on the Platform before purchase (for example, at sign-up or on the applicable subscription page). By subscribing, you agree to the then-current pricing presented to you at that time. Heirly does not publish a single fixed price list, and pricing may be updated from time to time; any change to your pricing will be presented to you and, for increases, applied only on a going-forward basis with notice.
6.2 Subscriptions automatically renew unless canceled in accordance with disclosed cancellation procedures.
6.3 Fees are generally non-refundable. Refunds may be granted solely for billing errors or significant service disruptions, at Heirly's discretion. Approved refunds will be issued to the original payment method within fifteen (15) business days. Heirly may issue service credits in lieu of refunds.
6.4 Success Fees and Commissions. Subscription fees are separate from, and in addition to, any success fee or commission payable to Heirly on a completed transaction. Success fees payable by Sellers are set out in Section 8 (Seller-Specific Terms). Referral commissions payable by brokers and other intermediaries are governed by Heirly's Broker Referral and Commission Agreement (see Section 5.4).
7.1 User Inputs. You retain ownership of information you submit (“User Inputs”). You grant Heirly a worldwide, royalty-free, non-exclusive license to use, process, host, store, analyze, and transform User Inputs to operate, improve, and provide the Platform. This license lasts while your User Inputs are on the Platform and for a reasonable period afterward for backup, legal, and audit purposes, and does not override the confidentiality obligations in Section 12 or your rights to have Confidential Information returned or destroyed under Section 12.5. Heirly may retain and use data that has been de-identified or aggregated so that it does not identify you or any individual on a perpetual basis.
7.2 You represent and warrant that you have all necessary rights to your User Inputs and that they do not infringe third-party rights or applicable laws. You agree to indemnify Heirly for claims arising from your User Inputs.
7.3 Platform Content. All content generated by the Platform, including AI-assisted outputs, rankings, summaries, analytics, and insights, is owned by Heirly. Such content is provided for informational purposes only, may contain errors or limitations, and does not constitute legal, financial, tax, investment, valuation, or other professional advice, recommendation, or opinion. Users must not rely on Platform content or AI-assisted outputs as a substitute for independent professional judgment or due diligence.
7.4 Artificial Intelligence Services.
7.5 Automated Decision-Making. The Platform uses automated processing, including AI-assisted matching, ranking, and verification, to operate and improve the service. Where an automated decision would produce a legal or similarly significant effect on you, you may, on request to info@heirly.co, obtain information about the principal factors involved in that decision and request human review of it. Heirly will respond within a reasonable time and in accordance with applicable law. Heirly reserves the right to protect proprietary algorithms and methodologies as trade secrets, subject to these rights.
8.1 By listing a business, Sellers represent and warrant that they are authorized to do so, that all information provided is accurate and not misleading, and that they possess rights to associated intellectual property.
8.2 Sellers acknowledge that listings are informational only and do not constitute offers, solicitations, or binding commitments.
8.3 Heirly may remove or restrict listings that violate these Terms or pose legal, reputational, or operational risk.
8.4 Heirly Success Fee.
(a) When payable. In addition to any subscription fees, if a Seller's listed business is sold, transferred, or otherwise disposed of (in whole or in a material part, whether by sale of shares, assets, merger, amalgamation, or otherwise) to a buyer that Heirly introduced, the Seller shall pay Heirly a success fee (the “Success Fee”).
(b) Introduced buyers. A buyer is “introduced by Heirly” if Heirly surfaced, matched, or otherwise made the Seller and that buyer aware of one another through the Platform, including where a deal room (or equivalent record) was created for that buyer and the listed business. References to an introduced buyer include that buyer's affiliates and related parties and any entity that acquires the business on its behalf or at its direction. Heirly's Platform records are the authoritative record of which buyers Heirly introduced and when.
(c) Rate and calculation. The Success Fee is calculated on the total consideration paid or payable in connection with the sale (including cash, the principal amount of any assumed or repaid indebtedness, the value of any securities or other property, and any deferred, contingent or earn out consideration), at the rate presented to the Seller on the Platform at the time of listing. Consideration that is contingent or deferred is payable as and when the Seller receives it.
(d) Tail period. The Success Fee is payable if the sale closes at any time during the period beginning on the introduction and ending twenty-four (24) months after the introduction. This obligation survives termination of these Terms, cancellation of the Seller's subscription, and removal of the listing from the Platform.
(e) Non-circumvention. The Seller shall not, and shall ensure that its affiliates and representatives do not, circumvent or attempt to circumvent Heirly's right to the Success Fee, including by completing a transaction with an introduced buyer off the Platform, through a related or successor entity, or following a nominal restructuring of the Seller, the buyer, or the business, in a manner intended to avoid or reduce the Success Fee. Any such transaction is deemed a sale to a buyer introduced by Heirly for which the Success Fee is payable.
(f) Payment. The Seller shall notify Heirly in writing within five (5) business days after closing, provide the total consideration and reasonable supporting documentation, and pay Heirly's invoice within fifteen (15) days of the invoice date (with the portion attributable to contingent or deferred consideration payable within fifteen (15) days after the Seller receives it). The Success Fee is exclusive of applicable taxes (including HST/GST), which the Seller shall pay in addition.
(g) Acknowledgment. The Seller expressly acknowledges and agrees to the Success Fee, and to the applicable rate presented on the Platform, at the time of listing, in addition to agreeing to these Terms.
9.1 Buyers are solely responsible for conducting independent due diligence and obtaining professional advice before entering any transaction.
9.2 Buyers acknowledge that Heirly does not verify financial performance, valuation, or legal status of listed businesses.
9.3 Interest Request Lifecycle. Interest requests submitted by Buyers expire five (5) calendar days after submission if not acted upon by the Seller. Expired requests do not create any obligation, liability, or commitment for either party. Buyers may submit new interest requests after expiration, subject to Platform policies.
10.1 Professional Qualifications. Advisors represent and warrant that they hold all required licenses, certifications, and professional qualifications applicable to the services they offer.
10.2 Independent Contractors. Advisors act independently and are not employees, agents, or partners of Heirly. Heirly does not supervise, endorse, or guarantee Advisor services.
10.3 Platform Verification. Heirly may verify Advisor credentials for Platform integrity purposes. Such verification does not constitute endorsement or certification of Advisor qualifications or services.
10.4 Deal Room Access. When invited to a Deal Room by a Buyer or Seller:
10.5 Advisor Invitation Expiration. Advisor invitations expire fourteen (14) days after issuance if not accepted. Expired invitations do not create any obligation for the Advisor or inviting party.
Users must not misuse the Platform or Heirly IP. Without limitation, Users must not:
Heirly may investigate violations of this Section and may suspend or terminate access immediately, without notice, to protect the Platform, Users, or Heirly's legal and commercial interests.
12.1 Definition. “Confidential Information” means all non-public information disclosed through the Platform concerning a business listing, including but not limited to: financial statements and projections; customer, supplier, and vendor information; operational data and business methods; pricing and cost structures; employee information; trade secrets and proprietary processes; the fact that a business is for sale; the existence of negotiations or discussions; and any terms of potential transactions.
Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure through the Platform; (iii) is independently developed by the receiving party without use of or reference to Confidential Information; or (iv) is received from a third party without restriction and without breach of any obligation of confidentiality.
12.2 Non-Disclosure Obligations. Each User agrees to:
12.3 Responsibility for Representatives. Each User is responsible for any breach of these confidentiality obligations by their directors, officers, employees, advisors, agents, or other representatives who receive Confidential Information.
12.4 Compelled Disclosure. If a User is compelled by law, regulation, or legal process to disclose Confidential Information, they shall, to the extent permitted: (i) promptly notify the disclosing party; (ii) cooperate with efforts to obtain protective treatment; and (iii) disclose only the minimum information required.
12.5 Return or Destruction. Upon request by the disclosing party or termination of discussions, the receiving party shall promptly return or destroy all Confidential Information in their possession, except as required to be retained by law or professional standards. The confidentiality obligations herein survive any such return or destruction.
12.6 Duration. Confidentiality obligations under this Section remain in effect for five (5) years following disclosure, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
12.7 Equitable Relief. Each User acknowledges that breach of confidentiality obligations may cause irreparable harm for which monetary damages would be inadequate, and that the disclosing party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting bond.
12.8 Platform Limitations. Heirly facilitates confidentiality protections but does not guarantee that other Users will comply with their obligations. Heirly is not responsible for any damages arising from another User's breach of confidentiality. Users must pursue remedies directly against breaching parties. Heirly reserves the right to terminate accounts for violations of confidentiality obligations without liability to the terminated User.
13.1 Purpose. Deal Rooms are secure communication spaces created upon mutual interest between Buyers and Sellers to facilitate transaction discussions, document sharing, and Advisor collaboration.
13.2 Access Controls. Deal Room access is controlled by the Buyer and Seller who created the match. Either party may invite Advisors to participate. Access may be revoked by the controlling parties or by Heirly for violations of these Terms.
13.3 Communications. All messages, documents, and activity within Deal Rooms are logged and retained in accordance with our Privacy Policy. Users should have no expectation of privacy from Heirly with respect to Deal Room content, although Heirly will not access Deal Room content except as necessary to operate the Platform, respond to legal process, or investigate violations of these Terms.
13.4 Post-Transaction Access.
13.5 Document Ownership. Documents uploaded to Deal Rooms remain the property of the uploading User. By uploading documents, Users grant Heirly a limited license to host, store, and transmit documents as necessary to operate the Platform.
14.1 Ownership. The Platform and its entire contents, features, and functionality, including all software, source code, object code, algorithms, databases, models, user interfaces, workflows, text, displays, images, video, audio, designs, data compilations, rankings, summaries, listings, and the selection, coordination, and arrangement thereof (collectively, the “Heirly IP”), are owned by Heirly, its licensors, or other providers of such material, and are protected by Canadian and international laws relating to copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights.
14.2 Limited License. Subject to your compliance with these Terms, Heirly grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform and Heirly IP solely for your internal business or personal use, as applicable to your role on the Platform, and strictly in accordance with these Terms. No right, title, or interest in or to the Platform or Heirly IP is transferred to you.
14.3 Use Restrictions. Except as expressly permitted by these Terms, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell, license, reverse engineer, or otherwise exploit any portion of the Platform or Heirly IP. Without limiting the foregoing, you must not:
14.4 Technical Copies. You may temporarily store copies of Platform materials in your device's memory incidental to accessing and viewing the Platform, and your web browser may automatically cache files for display optimization purposes only.
14.5 Applications. If Heirly provides desktop, mobile, or other applications for download, you may download and use a single copy solely for your permitted use in accordance with these Terms and any applicable end user license agreement.
14.6 Reservation of Rights. All rights not expressly granted to you under these Terms are reserved by Heirly. Any use of the Platform or Heirly IP not expressly permitted by these Terms constitutes a material breach of these Terms and may violate applicable intellectual property laws.
14.7 Enforcement. If you breach this Section, your right to access and use the Platform will terminate immediately, without notice, and you must, at Heirly's option, return or destroy any copies of Heirly IP in your possession or control.
14.8 Trademarks. The name “Heirly,” the Heirly logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Heirly or its affiliates or licensors. You must not use such marks without Heirly's prior written consent. All other trademarks appearing on the Platform are the property of their respective owners.
15.1 Heirly retains data only as necessary to operate the Platform, meet legal obligations, and resolve disputes.
15.2 Heirly implements reasonable security safeguards and complies with PIPEDA, Quebec's Law 25, and other applicable Canadian privacy laws. Where Heirly is subject to the EU or UK GDPR in respect of a User, Heirly will comply with its obligations under those laws. Detailed information on how personal information is handled, including data subject rights, cross-border transfers, and breach notification, is set out in the Privacy Policy and Cookies Policy.
15.3 Cookies and Tracking.
The Platform is provided on an “as-is” and “as-available” basis. Heirly disclaims all warranties except as required by law.
To the maximum extent permitted by law, Heirly's total liability is limited to the greater of (i) the fees paid to Heirly in the six (6) months preceding the claim and (ii) CAD $5,000, excluding statutory liabilities. For clarity, this limitation does not cap or excuse any success fee or referral commission owed by a User to Heirly.
You agree to defend, indemnify, and hold harmless Heirly, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and expenses (including reasonable legal fees), arising out of or relating to: (a) your use of the Platform; (b) your User Inputs or other content; (c) your conduct in your role as a Buyer, Seller, or Advisor, including any transaction or dealing with another User; and (d) your violation of these Terms or any applicable law. Heirly will notify you of the claim and you will cooperate in the defence; Heirly may participate with its own counsel, and no settlement affecting Heirly may be entered into without Heirly's prior written consent.
Heirly may suspend or terminate accounts for violations, security concerns, or legal risk, exercised reasonably and in good faith.
These Terms are governed by Ontario law and applicable Canadian federal law. Courts of Ontario have exclusive jurisdiction. Arbitration may be used by mutual agreement. Claims must be brought within two (2) years of the event giving rise to the claim. All references to privacy, personal information, or Cookies shall be interpreted consistent with the Privacy Policy and Cookies Policy.
These Terms, the Privacy Policy, and the Cookies Policy constitute the entire agreement. Notices may be sent by email to info@heirly.co.