BUDGIV RECOVER

U.S. BUSINESS TERMS OF SERVICE

Effective date: September 12, 2026

Last updated: September 12, 2026

These U.S. Business Terms of Service (“Terms”) govern access to and use of Budgiv Recover and related services made available through Budgiv.com, related domains, applications, APIs, communications, and private offer rooms (collectively, the “Service”).

These Terms apply only to business and professional use in the United States.

Service provider:

[INSERT LEGAL ENTITY NAME]

doing business as Budgiv

[INSERT REGISTERED ADDRESS]

[INSERT CONTACT EMAIL]

“Budgiv,” “we,” “us,” and “our” refer to the entity identified above.

By creating an account, submitting an asset, submitting an offer, accepting these Terms electronically, entering a private offer room, or otherwise using the Service, you agree to these Terms on behalf of the business or organization you represent.

1. BUSINESS USE ONLY

The Service is intended exclusively for businesses, governmental entities, insolvency professionals, auction companies, asset owners, dealers, resellers, liquidators, financial institutions, and other professional users.

You represent that:

you are acting for business or professional purposes and not primarily for personal, family, or household purposes;
you are at least 18 years old;
you have authority to bind the company, organization, estate, governmental body, or other entity you represent; and
your use of the Service is lawful in the jurisdiction applicable to you and the transaction.

Budgiv may refuse or restrict access where we determine that a transaction involves consumer activity or another activity requiring licensing, registration, disclosures, procedures, or protections that Budgiv has not approved for the Service.

2. WHAT BUDGIV RECOVER DOES

Budgiv Recover is a commercial asset-discovery and private-offer service.

The Service may help a Seller or Partner:

submit information regarding an asset or group of assets;
import information from a prior sales listing or other source;
identify potentially relevant professional buyers;
distribute asset information to selected potential buyers;
receive private purchase offers;
organize and compare offers;
communicate with prospective buyers;
document activity associated with a recovery process; and
connect the Seller with prospective buyers.

Budgiv may use software, automation, machine learning, artificial intelligence, databases, third-party information, and human review to classify assets and identify potential purchasers.

Buyer matching is not a representation that any particular buyer will make an offer or complete a transaction.

3. BUDGIV IS NOT THE SELLER OR BUYER

Unless a separate written agreement expressly states otherwise, Budgiv:

does not own the assets offered through the Service;
does not take title to the assets;
does not purchase assets for resale;
is not the buyer;
is not the seller;
does not provide warranties regarding the assets;
does not guarantee payment;
does not guarantee title;
does not guarantee removal or delivery; and
is not a party to the purchase agreement between Buyer and Seller.

The purchase and sale of an asset is a transaction directly between the applicable Seller and Buyer.

4. PRIVATE OFFERS — NO AUTOMATIC AWARD

Budgiv Recover is designed to facilitate private purchase offers.

Unless expressly stated otherwise in transaction-specific terms:

offers are not publicly displayed to competing Buyers;
Buyers do not automatically win an asset by submitting the highest offer;
no countdown, ranking, or bidding mechanic creates an automatic right to purchase;
the Seller may consider price, timing, payment terms, removal capability, financing, contingencies, buyer identity, transaction certainty, or any other lawful factor;
the Seller may reject every offer;
the Seller may accept an offer other than the highest monetary offer;
the Seller may withdraw an asset before a binding sale contract has been created; and
Budgiv does not declare or adjudicate a winning bidder.

A designation such as “highest offer,” “recommended offer,” “best offer,” “leading offer,” or similar label is informational only unless transaction-specific documentation expressly states otherwise.

Budgiv does not guarantee that the highest monetary offer will be accepted.

5. NO PUBLIC AUCTION REPRESENTATION

Budgiv Recover is not marketed as a public auction service.

The Service is intended to provide technology, buyer discovery, commercial introductions, offer collection, and transaction workflow for private asset-sale opportunities.

However, regulatory treatment may depend on the facts of a particular transaction and applicable state law.

Accordingly, Budgiv may:

restrict functionality in a particular state;
prohibit particular transaction structures;
require the participation of a properly licensed third party;
decline particular assets;
suspend offer collection;
alter the transaction workflow; or
decline to make the Service available in a jurisdiction.

Nothing in these Terms is a representation that a particular transaction is exempt from any auctioneer, broker, dealer, marketplace, licensing, registration, fiduciary, escrow, sales-tax, or other regulatory requirement.

6. SERVICE AVAILABILITY BY STATE

Availability of Budgiv.com informational pages does not mean that every Budgiv service is available in that state.

Budgiv may maintain informational pages relating to individual U.S. states for educational, market-development, search, or marketing purposes.

Such pages:

do not constitute an offer to provide a regulated service;
do not establish that Budgiv is licensed in that state;
do not override these Terms;
do not guarantee that Budgiv will accept an asset or transaction from that state; and
do not create transaction-specific pricing or contractual rights.

Actual service availability is determined by Budgiv based on the asset, transaction structure, location, parties, and applicable legal requirements.

7. PARTNERS

A “Partner” may include an auction company, liquidator, professional adviser, dealer, asset manager, insolvency professional, marketplace, or other organization that introduces assets or Sellers to Budgiv.

A Partner's commercial relationship with Budgiv is governed by any applicable Partner Agreement, Order Form, Recovery Schedule, revenue-share agreement, or other separately accepted commercial agreement.

Nothing in these Terms appoints a Partner as Budgiv's agent, employee, joint venturer, franchisee, or legal representative.

Similarly, Budgiv does not become the Partner's agent merely because it receives information or introduces potential buyers.

8. RELATIONSHIP TO AN EXISTING AUCTION OR SALES PROCESS

Budgiv Recover is generally intended for assets that:

did not sell;
failed to meet reserve;
were withdrawn from a prior sales process;
were subject to buyer default;
require an alternative sales channel; or
have otherwise been affirmatively released into the Recover process.

A Partner must not submit an asset in a manner that breaches an active exclusivity arrangement, auction mandate, consignment agreement, court order, fiduciary obligation, seller agreement, or other restriction.

Unless expressly agreed with the applicable Partner, Budgiv will not intentionally interfere with an active auction process.

Partners and Sellers are responsible for confirming when an asset is legally and contractually available for submission to Budgiv Recover.

9. SELLER AUTHORITY

Each Seller represents and warrants that it:

owns the asset or has lawful authority to cause the asset to be sold;
has authority to provide the asset information supplied to Budgiv;
has disclosed known liens, security interests, leases, consignments, title restrictions, or other material ownership issues;
has authority to consider and accept offers;
is not prohibited from using the Service by contract, court order, law, regulation, fiduciary duty, or other obligation; and
will comply with any applicable approval requirements before completing a transaction.

Budgiv may request documentation verifying ownership or authority.

10. BUYER QUALIFICATION

Budgiv may require prospective Buyers to provide information including:

legal business name;
business address;
beneficial ownership information;
tax information;
contact information;
resale or dealer credentials;
references;
proof of funds;
financing information;
identification;
licenses; or
other information reasonably required to assess eligibility.

Budgiv may approve, reject, suspend, or limit a Buyer at its discretion.

Verification by Budgiv is not a guarantee of a Buyer's creditworthiness, solvency, authority, honesty, or ability to complete a transaction.

Sellers remain responsible for deciding whether to transact with a particular Buyer.

11. OFFERS

A Buyer submitting an offer represents that:

the offer is genuine;
the Buyer has authority to submit it;
the Buyer reasonably expects to have the financial ability to complete the purchase;
the offer does not violate applicable law;
all qualifications, contingencies, removal requirements, financing conditions, or other material conditions have been disclosed; and
the Buyer will not knowingly submit false or manipulative offers.

Each opportunity may specify an offer-validity period.

Budgiv may reject, remove, or disregard an offer that appears fraudulent, erroneous, manipulative, unauthorized, incomplete, unlawful, or inconsistent with the applicable opportunity.

Budgiv may organize or rank offers for administrative convenience, but any ranking is not an adjudication or award.

12. WHEN A SALE BECOMES BINDING

Submission of an offer through Budgiv does not by itself create a contract between Budgiv and the Buyer or Seller.

The legal effect of an offer and acceptance between Buyer and Seller is determined by:

any transaction-specific terms presented for that asset;
any purchase agreement, bill of sale, invoice, sale confirmation, or other agreement entered into directly between Buyer and Seller; and
applicable law.

Budgiv's transmission of an offer, indication of Seller interest, status notification, automated communication, or interface status does not independently constitute Budgiv's sale, purchase, acceptance, adjudication, or transfer of the asset.

Where appropriate, Budgiv may require Buyer and Seller to execute separate transaction documentation before an asset is considered sold.

13. PRICING AND BUDGIV FEES

Browsing Budgiv's informational website does not by itself create a payment obligation.

Budgiv fees for a Recover engagement will be established through one or more separately accepted commercial documents or electronic transaction records, which may include:

an Order Form;
Recovery Agreement;
Partner Agreement;
fee schedule;
transaction authorization;
account-level commercial agreement; or
other written or electronic agreement.

Such documentation may establish:

a recovery fee;
success fee;
minimum fee;
Partner revenue share;
technology fee;
integration fee;
subscription fee; or
other commercial terms.

No public webpage containing general marketing information overrides an agreed transaction-specific fee arrangement.

Where an applicable commercial agreement provides for a success or recovery fee, the agreement will define the event that causes the fee to become earned.

Budgiv may change generally available pricing prospectively but may not retroactively alter a transaction-specific fee already agreed for an existing engagement.

14. PROTECTED TRANSACTIONS AND CIRCUMVENTION

Where a Seller, Buyer, or Partner is introduced to another party or opportunity through Budgiv, the parties may not intentionally use Budgiv to identify each other and then structure the same transaction outside the Service solely for the purpose of avoiding an agreed Budgiv fee.

Any applicable protected period, fee obligation, transaction definition, exclusions, and Partner revenue share must be stated in the applicable commercial agreement.

This Section does not create a fee where no applicable fee has otherwise been agreed.

15. PAYMENTS BETWEEN BUYER AND SELLER

Unless Budgiv expressly introduces a separately identified payment service under additional terms, purchase-price payments are made directly between Buyer and Seller or through another payment or escrow provider selected by the applicable parties.

Budgiv does not hold the purchase price in trust, escrow, or custody merely because the parties used the Service.

Budgiv is not responsible for:

buyer nonpayment;
chargebacks;
wire fraud;
financing failures;
counterfeit payment instruments;
payment instructions supplied by another party; or
release of an asset before cleared funds are received.

Users must independently verify payment instructions before transferring funds.

16. TAXES

Buyer and Seller are responsible for determining taxes applicable to their transaction, including sales, use, excise, property, income, gross-receipts, customs, and similar taxes.

Budgiv may collect, report, withhold, or remit taxes where required by applicable law.

Nothing in the Service constitutes tax advice.

17. INSPECTION AND DUE DILIGENCE

Buyers are responsible for conducting appropriate due diligence before purchasing an asset.

Unless the Seller expressly provides a different written warranty, Buyers should assume that commercial used assets may be offered on an “AS IS, WHERE IS” basis, with all faults and subject to the opportunity-specific transaction terms.

Budgiv does not independently warrant:

condition;
age;
hours;
mileage;
merchantability;
fitness for a particular purpose;
regulatory compliance;
safety;
completeness;
authenticity;
title;
lien status;
dimensions;
specifications;
operability;
remaining useful life; or
suitability for export or use in another jurisdiction.

Budgiv may summarize information supplied by others but does not guarantee its accuracy.

18. ASSET INFORMATION

Seller and Partner are responsible for the accuracy of factual information they supply.

Budgiv may reorganize, normalize, translate, categorize, summarize, or format submitted information to facilitate buyer discovery.

Machine-generated classifications and summaries may contain errors.

Users must not treat an AI-generated classification, description, estimated category, market tag, or buyer match as a professional appraisal, inspection, engineering assessment, legal determination, or valuation.

Budgiv does not provide certified appraisals unless expressly offered under a separate written agreement by an appropriately qualified provider.

19. REMOVAL, SHIPPING AND LOGISTICS

Unless transaction-specific terms state otherwise, Buyer and Seller are responsible for agreeing on:

pickup;
dismantling;
rigging;
loading;
packaging;
freight;
insurance;
customs;
permits;
environmental requirements;
site safety;
labor; and
removal deadlines.

Budgiv is not responsible for injury, property damage, delay, demurrage, storage charges, site damage, or transportation loss arising from removal or transportation of an asset.

20. RESTRICTED ASSETS

Budgiv may prohibit or restrict transactions involving assets that create heightened regulatory, safety, licensing, title, or compliance risks.

Unless Budgiv has expressly approved the applicable category and jurisdiction, the Service may not be used for:

real property;
securities or financial instruments;
firearms, ammunition, explosives, or regulated weapons;
controlled substances;
regulated pharmaceuticals;
illegal goods;
counterfeit goods;
stolen property;
hazardous waste;
regulated chemicals;
wildlife or prohibited biological materials;
alcohol or tobacco requiring specialized licensing;
assets subject to sanctions or export restrictions;
titled motor vehicles where participation would require a license Budgiv or the applicable party does not possess; or
any asset whose sale through the proposed workflow would be unlawful.

Budgiv may impose additional category-specific terms.

21. EXPORT CONTROLS AND SANCTIONS

Users may not use the Service in violation of U.S. sanctions, export-control laws, import restrictions, anti-boycott requirements, or similar trade restrictions.

You represent that neither you nor, to your knowledge, the party you represent is prohibited from participating in the applicable transaction under relevant sanctions laws.

Budgiv may screen users and transactions and may suspend or reject activity where sanctions, export-control, fraud, corruption, or other compliance concerns arise.

22. CONFIDENTIAL INFORMATION

The Service may permit private commercial information to be exchanged among Budgiv, Sellers, Partners, and prospective Buyers.

Budgiv will use reasonable measures to limit disclosure of nonpublic transaction information to persons reasonably involved in operating, supporting, evaluating, or participating in the applicable opportunity.

However, use of Budgiv does not by itself create a comprehensive nondisclosure agreement between all participants.

If a transaction requires legally binding confidentiality obligations, the applicable parties should enter into an NDA or other written confidentiality agreement.

Any separate Partner Agreement or NDA controls over this Section to the extent of a conflict.

Budgiv does not promise that the existence of every relationship, opportunity, Partner, Buyer, Seller, or transaction will remain confidential unless such an obligation has been separately agreed.

23. USER CONTENT

You retain ownership of content you submit to Budgiv.

You grant Budgiv a nonexclusive, worldwide, royalty-free license to host, reproduce, format, translate, analyze, distribute, display, and otherwise use submitted content as reasonably necessary to:

operate the Service;
identify buyers;
market the applicable asset;
communicate with potential transaction participants;
provide reports;
prevent fraud;
support transactions; and
improve the Service.

You represent that you have the necessary rights to provide that content.

Budgiv may remove content that it reasonably believes infringes intellectual-property rights or violates law or these Terms.

24. DATA AND PRIVACY

Budgiv's collection and use of personal information is governed by the applicable Budgiv Privacy Policy.

Business contact information may be used to identify, verify, contact, and match transaction participants.

Budgiv may retain transaction and communication records where reasonably necessary for compliance, security, dispute resolution, accounting, fraud prevention, or legitimate business purposes, subject to applicable law and the Privacy Policy.

25. ELECTRONIC COMMUNICATIONS

You consent to conduct business electronically.

You agree that agreements, notices, records, disclosures, authorizations, approvals, and signatures may be provided electronically where legally permitted.

You are responsible for maintaining accurate contact information and reasonable access to your account and email.

Electronic records may be retained by Budgiv in a form capable of later reproduction.

26. NO FIDUCIARY DUTY

Unless a separate written agreement expressly establishes a different relationship, Budgiv does not undertake a fiduciary duty to a Buyer, Seller, or Partner.

Budgiv does not undertake to obtain the highest possible price, lowest possible price, fastest transaction, largest number of offers, or any particular economic result.

Seller remains responsible for deciding whether an offer is commercially acceptable.

27. NO GUARANTEE OF RESULTS

Budgiv does not guarantee:

that an asset will receive an offer;
the number of Buyers contacted;
the number of Buyers who will respond;
the value of any offer;
that a Seller will accept an offer;
that a Buyer will close;
a particular recovery percentage;
a particular sale price; or
a particular time to disposition.

Any statistics, case studies, examples, estimated outcomes, or performance information published by Budgiv are informational and do not guarantee future results.

28. PLATFORM AVAILABILITY

The Service may occasionally be unavailable or contain errors.

Budgiv may modify, suspend, discontinue, add, or remove features at any time.

Budgiv does not warrant uninterrupted or error-free availability.

Budgiv may preserve transaction records after functionality has been modified or discontinued where reasonably necessary for legal, contractual, accounting, or compliance purposes.

29. SUSPENSION

Budgiv may suspend or terminate access if it reasonably believes that:

a user violated these Terms;
an asset may be unlawfully offered;
ownership or authority is disputed;
a transaction presents regulatory risk;
fraudulent activity may be occurring;
a user poses security risk;
sanctions or export restrictions may apply;
payment obligations to Budgiv are delinquent;
another party has made a credible legal claim; or
suspension is reasonably necessary to protect Budgiv, its users, or third parties.

Suspension does not eliminate payment or other obligations that arose before suspension.

30. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

BUDGIV DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN A SEPARATE WRITTEN AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND RESULTS.

BUDGIV DOES NOT WARRANT ANY ASSET OFFERED THROUGH THE SERVICE.

SOME JURISDICTIONS MAY NOT PERMIT PARTICULAR WARRANTY DISCLAIMERS. IN THAT EVENT, THE DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

31. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUDGIV AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, OR LOSS OF GOODWILL ARISING FROM OR RELATING TO THE SERVICE OR A TRANSACTION.

EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, BUDGIV'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICE OR A PARTICULAR RECOVER ENGAGEMENT WILL NOT EXCEED THE GREATER OF:

A. THE AMOUNT OF FEES ACTUALLY PAID TO BUDGIV BY THE CLAIMING PARTY IN CONNECTION WITH THE APPLICABLE ENGAGEMENT DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

B. US$1,000.

THE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF BUDGIV HAS BEEN ADVISED THAT DAMAGES ARE POSSIBLE.

32. INDEMNIFICATION

To the extent permitted by law, you will defend, indemnify, and hold harmless Budgiv and its affiliates, officers, directors, employees, and contractors against third-party claims, damages, liabilities, losses, penalties, costs, and reasonable attorneys' fees arising from:

your breach of these Terms;
your asset or transaction;
your lack of authority to sell or purchase an asset;
inaccurate information you supplied;
your violation of law;
your infringement of third-party rights;
your tax obligations;
your removal, transportation, possession, use, or resale of an asset; or
a dispute between you and another Buyer, Seller, Partner, or third party.

This obligation does not apply to the extent a claim was caused by Budgiv's fraud, willful misconduct, or another category of liability that cannot lawfully be excluded.

33. DISPUTES BETWEEN BUYER AND SELLER

Buyer and Seller are responsible for resolving disputes concerning their transaction, including disputes involving:

payment;
condition;
title;
specifications;
inspection;
delivery;
removal;
warranties;
rejection;
damage; or
performance.

Budgiv may voluntarily assist with communications but has no obligation to mediate or adjudicate the dispute.

Budgiv's records may be used to document communications and platform activity, but Budgiv does not guarantee that its records resolve the parties' underlying legal dispute.

34. GOVERNING LAW

[DO NOT PUBLISH UNTIL U.S. ENTITY / FORUM IS CONFIRMED.]

These Terms and any dispute between you and Budgiv will be governed by the laws of the State of [INSERT GOVERNING STATE], without regard to conflict-of-law principles, except to the extent federal law governs.

Mandatory laws that cannot validly be waived remain applicable.

35. DISPUTE RESOLUTION

[COUNSEL / ENTITY DECISION REQUIRED BEFORE PUBLICATION.]

For business-to-business disputes between Budgiv and a user, Budgiv may elect one of the following structures before launch:

Option A — Courts: exclusive jurisdiction and venue in state and federal courts located in [COUNTY, STATE].

Option B — Commercial Arbitration: binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat in [CITY, STATE], subject to appropriate emergency-relief and intellectual-property exceptions.

The selected structure must be inserted here before publication.

Do not publish both alternatives.

36. ORDER OF PRECEDENCE

If documents conflict, the following order applies unless a signed agreement expressly provides otherwise:

a transaction-specific agreement between Budgiv and the applicable customer;
an applicable Partner Agreement or Order Form;
transaction-specific Budgiv terms displayed for the applicable opportunity;
these Terms; and
general website or marketing copy.

Marketing copy does not amend a signed or electronically accepted agreement.

A Buyer–Seller purchase agreement separately governs the sale between Buyer and Seller.

37. CHANGES TO THESE TERMS

Budgiv may update these Terms prospectively.

Material changes will become effective when posted or on a later date stated by Budgiv.

Changes will not retroactively alter an agreed transaction-specific commercial obligation unless the applicable parties agree.

Continued use of the Service after updated Terms become effective constitutes acceptance to the extent permitted by law.

38. ASSIGNMENT

You may not assign your rights or obligations under these Terms without Budgiv's prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets relating to the applicable business.

Budgiv may assign these Terms to an affiliate or in connection with a merger, financing, reorganization, acquisition, or sale of its business or assets.

39. FORCE MAJEURE

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, labor disruption, internet outages, cyber incidents affecting third parties, transportation interruptions, or utility failures.

This Section does not excuse payment obligations for amounts already due.

40. SEVERABILITY

If a provision of these Terms is held unenforceable, it will be enforced to the maximum extent lawful or modified to the minimum extent necessary to make it enforceable.

The remainder of these Terms will remain in effect.

41. NO WAIVER

Failure to enforce a provision does not waive the right to enforce that provision later.

A waiver must be express and applies only to the matter for which it was given.

42. ENTIRE AGREEMENT

These Terms together with applicable Order Forms, Partner Agreements, transaction-specific terms, and policies incorporated by reference constitute the agreement between Budgiv and the applicable user regarding the Service.

They supersede prior statements regarding the same subject matter, except for separate written agreements expressly intended to remain in effect.

43. CONTACT

Questions concerning these Terms may be sent to:

Budgiv

[LEGAL ENTITY NAME]

[ADDRESS]

[LEGAL EMAIL]