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Last Updated: February 6, 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. Heirly does not purchase, sell, value, negotiate, or close business transactions and provides no legal, financial, tax, accounting, investment, valuation, or other professional advice.
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.
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 the Platform may require a paid subscription. Pricing, features, and billing terms are disclosed prior to purchase.
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.
7.1 User Inputs. You retain ownership of information you submit. You grant Heirly a perpetual, worldwide, royalty-free, non-exclusive license to use, process, host, store, analyze, and transform User Inputs solely to operate, improve, and provide the Platform.
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 to enhance your experience. You may request general information about automated processing or human review of significant automated decisions by contacting concierge@heirly.co. Heirly reserves the right to protect proprietary algorithms and methodologies as trade secrets.
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.
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 Availability. Founding member pricing is available to a limited number of early subscribers at Heirly's discretion. Availability of founding member pricing is not guaranteed and may be withdrawn at any time.
14.2 Discount Terms. Qualifying founding members receive:
14.3 Discount Duration. Founding member discounts apply for the first twelve (12) months of subscription and continue thereafter for as long as the subscription remains active without interruption. If a subscription lapses or is cancelled, founding member pricing may not be reinstated.
14.4 Non-Transferable. Founding member status and associated discounts are non-transferable and apply only to the original subscribing account.
14.5 Program Modifications. Heirly reserves the right to modify, suspend, or discontinue the founding member program at any time. Existing founding members will retain their discount for the duration specified in Section 14.3, but new founding member enrollments may be limited or discontinued.
15.1 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.
15.2 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.
15.3 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:
15.4 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.
15.5 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.
15.6 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.
15.7 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.
15.8 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.
16.1 Heirly retains data only as necessary to operate the Platform, meet legal obligations, and resolve disputes.
16.2 Heirly implements reasonable security safeguards and complies with PIPEDA and applicable Canadian privacy laws. GDPR principles are respected where required. This includes adherence to the Privacy Policy and Cookies Policy in handling personal information collected via the Platform.
16.3 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 fees paid in the six (6) months preceding the claim, excluding statutory liabilities.
You agree to indemnify Heirly from claims arising from your use of the Platform, your content, or your role-specific conduct.
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 concierge@heirly.co.