Last Updated: January 16, 2023

Welcome, and thank you for your interest in Baton. Please read the rules and restrictions that govern your use of the website at batonmarket.com and all other websites, products, services, and applications where these Terms of Use (the “Terms”) appear or are linked or that are owned or operated by or on behalf of Baton Market Inc. (“Baton”, “Baton Market”, “we” and “us”) or any of its affiliates (collectively, the “Services”). If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at:

Email: support@batonmarket.com

Address: 900 Broadway, Suite 1003, New York, NY 10003

These Terms are a binding contract between you and Baton. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. Your use of or participation in certain Services may also be subject to Order Forms, additional policies, rules, and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. In the event of any conflict between these Terms and any applicable Order Form, the terms of the Order Form shall control.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver, and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. 

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time with notice to you (which notice may be given by any means, including without limitation via posting of the revised Terms on the applicable Service, email, or some other means), and the revised Terms will be effective as of the “Last Updated” date set forth in those Terms. By using any Service, you agree to be bound by the then-current version of these Terms, and therefore it is your responsibility to periodically review these Terms. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. We reserve the right to modify, suspend or discontinue any Service (including Service pricing) at any time with or without notice and without liability unless otherwise specified in writing. Nothing in these Terms shall be construed to obligate us to maintain or support any Service.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Baton takes the privacy of its users and their data very seriously. For the current Baton Privacy Policy, please click here. For the current Non-Disclosure Agreement, please click here. These Terms hereby incorporate the Privacy Policy and Non-Disclosure Agreement.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at support@batonmarket.com.

What are the basics of using Baton?

Baton operates a platform that assists in matching interested buyers and its affiliates, as applicable, (collectively, “Buyer(s)”) to business owners and prospective sellers and its affiliates, as applicable (collectively, “Seller(s)”) for the purchase of Seller’s business(es). These Terms apply to both Buyers and Sellers, but there may be terms that are specific to one or the other, as expressly indicated herein.

Baton may, as part of the Services, provide certain information to facilitate or otherwise assist you in performing certain tasks related to the valuation, evaluation, assessment, analysis, purchase or sale of businesses, including connecting you with Buyers and Sellers of businesses. However, THE SERVICES ARE NOT INTENDED TO provide you with any legal, financial, or related advice of any kind and are not intended to be replacements for professional, legal, financial or other advice, and you are encouraged to seek professional guidance if and when you deem it to be appropriate. Buyers and Sellers are each solely responsible for making their own determinations of businesses’ value and that other Buyers and Sellers are suitable. Baton isn’t responsible for ensuring that any information a Buyer or Seller provides via the Services or otherwise to any other Buyer or Seller is accurate or up-to-date.

You may be required to sign up for an account and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Baton account name a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission and any attempt to do so will result in termination of your account with us.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Google and Facebook. By using the Services through a Third Party Account, you authorize us to access certain information from such accounts for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are the authorized agent of any such organization or entity and are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal, or if you are agreeing to these Terms on behalf of an organization or entity, business use and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. Additionally, if you are a Buyer, you hereby represent and warrant that you are not acting as a broker for or representative of any other person or entity in connection with the potential Transaction, and you are considering the potential Transaction only for your own account and/or for the account of your affiliates. Except with the prior written consent of the Seller, Buyer agrees that (i) it will not act as a joint bidder or co-bidder with any other person with respect to the potential Transaction, and (ii) neither the Buyer nor any of its representatives (acting on behalf of the Buyer or its affiliates) will enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any other person or entity as an interested party regarding the potential Transaction, other than the Seller and its representatives and the Buyer’s representatives (to the extent permitted hereunder). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services, that may result in a violation of any law.

You will not share your Baton account or login details with anyone, and you must protect the security of your Baton account and login details and any other access tools or credentials. You’re responsible for any activity associated with your Baton account.

Buyer and Seller agree that Baton will arrange for all appropriate contacts between Buyer and Seller. Unless as otherwise directed or agreed by Seller, Buyer agrees to exclusively direct to Baton all (i) communications regarding the potential Transaction, (ii) requests for additional information regarding the Seller, (iii) requests for facilities tours or management meetings, and (iv) discussions or questions regarding procedures relating to the potential Transaction.

Buyer further acknowledges and agrees that the Seller reserves the right to reject any and all proposals made by the Buyer with regard to a potential Transaction and to terminate discussions and negotiations with Buyer at any time.

What rules are specific to me as a Seller?

If you are a Seller, you hereby appoint and grant Baton the full and exclusive right to represent your business for the purpose of representing you to potential Buyers to effectuate a sale of its assets or stock, in whole or in part, including all or any portion of its assets, rights, liabilities or property of any kind (a "Sale") for the entire Term specified in an applicable Order Form. For the avoidance of doubt, if you are a business owner that uses our Services (including by providing us with your financial information), the Terms hereunder apply to your use of the Services, and, if applicable, the Sale of your business in accordance with these Terms. You hereby acknowledge and affirm that you are not restricted in any manner from selling your business in any manner, in whole or in part. If you become aware of any interested Buyers outside the Services or platform, you agree that you shall immediately notify Baton of any such interested Buyer and you acknowledge and agree that you shall remain obligated to pay Baton the consideration for Services detailed in an applicable Order Form, including any Success Fees. You understand and agree that these Terms and Services do not guarantee a sale of your business, and that you are not restricted from selling the stocks or assets of your business provided that you are in compliance with these Terms.

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Baton sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Baton to send you information that we think may be of interest to you, which may include Baton using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Baton, and you represent and warrant that each person you register, whether for yourself or on behalf of an organization or entity, for the Services or for whom you provide a wireless phone number has consented to receive communications from Baton. Standard carrier message and data rates apply. Please consult your mobile service carrier’s pricing plan. The SMS messaging program may not be available on all wireless carriers. We may add or remove any wireless carrier from this program without notice. You may opt-out from future messages at any time in accordance with the instructions in the SMS messages. You agree that if you request to opt-out from future messages, we may send you a one-time opt-out confirmation text message. You agree to indemnify and hold Baton harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing and shall remain solely and personally liable for any resulting damage to any person or party.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

• attempts, in any manner, to circumvent the purpose of these Terms, including by creating an account for the purpose of identifying prospective Sellers or Buyers and pursuing or completing Sales outside the Services without payment to Baton;

• infringes or violates the intellectual property rights or any other rights of anyone else (including Baton);

• violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws, or any other purpose not reasonably intended by Baton;

• is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

• jeopardizes the security of your Baton account name, account, or anyone else’s (such as allowing someone else to log in to the Services as you);

• attempts, in any manner, to obtain the password, account, or other security information from any other user;

• violates the security of any computer network, or cracks any passwords or security encryption codes;

• runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

• “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

• copies or stores any significant portion of the Content; or

• decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by state and federal copyright and/or other intellectual property laws, and may not be used by you without prior written permission from Baton. You promise to abide by all copyright, trademark and trade dress restrictions and rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content you discover on our website which is solely owned by Baton or a third party, (i) without the prior written consent of the owner of that Content, namely Baton, or (ii) in any way that violates someone else’s (including Baton's) rights.

Subject to these Terms, we grant each user of the Services a limited and restricted worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., only to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Baton owns the Services and, in certain circumstances, the Content. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but you are on notice that even where these functionalities exist, all the restrictions in this section and these Terms still apply to you.

What about anything I contribute to the Services – do I have to grant any licenses to Baton or to other users?

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict or encourage unlawful acts or extreme violence; (vi) depict or encourage animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law in any jurisdiction.

Licenses

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that may also include your personally-identifiable information.

By submitting User Submissions through the Services, you hereby do and shall grant Baton a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Certain features of the Services may allow you to share information with others, including through your social networks or other Third Party Accounts. When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize Baton to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.

Finally, you understand and agree that Baton, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What if I see something on the Services that infringes my copyright?

In accordance with the Digital Millennium Copyright Act (the “DMCA”), we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users, (2) remove and discontinue service to repeat offenders, which upon our sole determination apply to all Baton sites and, (3) follow all required procedures under the DCMA upon receipt of a counter-notice.

1. Procedure for Reporting Copyright Infringements and Counter-Notice Procedure - If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a written notice that includes the following:

   1. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website, including any applicable copyright registration number;

   2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on our Site;

   3. Information sufficient to demonstrate that you are the owner of the copyrighted work or an authorized representative of such owner;

   4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address, if different from the information you provided in your user account; and

   5. Include the following statements:

      1. “I have a good faith belief that use of the material in the manner complained of is not authorized by me, my agent, or the law.”; and

      2. “The information in the notification is accurate, and under penalty of perjury, that I am legally authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”

2. Contact information about the notifier including address, telephone number and, if available, email address;

Please immediately send your notice of copyright infringement containing the following information identified above to Baton's Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

Remember, only the copyright owner or their authorized representative may file a report of copyright infringement.  If you believe something on the Sites infringes someone else’s copyright, you may want to inform the rights owner.  Please note that Section 512(f) of the DMCA may impose liability for damages on any person who knowingly sends meritless notices of infringement.  Any information or correspondence that you provide may be shared with third parties, including the person who provided the alleged infringing material.  Upon receipt of a bona fide notice containing all of the information referenced above, we will review the notice and if we determine that an infringement has occurred, we will take appropriate actions, including, notifying the user that posted the offending material and removing or disabling access to the infringing material.  If the user that posted the offending material is a repeat offender or has otherwise violated our user policies, we may decide to terminate that user’s access to our Sites.

Counter-Notice Procedures

Pursuant to the DCMA, a counter-notice may be filed by a party in the United States with a legal course of action if their material has been removed pursuant to a claim of infringement.  That notice must include the following: 

• A statement that includes “I hereby consent to the jurisdiction of the federal district court for the judicial district in which I reside, and will accept service of process from the person who submitted the takedown notification under 17 U.S.C. § 512(c)(1)(C), or their agent, or, if the content provider's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement” and includes the Content provider's name, address, telephone number, and, if available, email address;

• Identification of the copyrighted work that was removed, and the location on the Sites where the material would have been found prior to such materials removal;

• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address, if different from the information you provided in your user account; and

• Include the following statement:

  • “Under penalty of perjury, I have a good faith belief that the content was removed as a result of a mistake or misidentification.”

Upon receipt of a counter-notice by our Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed material or cease disabling it within ten (10) business days and unless the copyright owner files an action seeking a court order against the alleged infringing user, we may replace and cease disabling access to such removed material between ten (10) and fourteen (14) business days after our Designated Agent receives the counter-notice.

Please send your copyright infringement or counter-notice to Baton's Designated Agent at the following address:

Baton Market Inc.
Attn: DMCA Designated Agent
900 Broadway, Suite 1003
New York, NY 10003
support@batonmarket.com

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Baton. For example, if a license or other qualification not held by Baton is required by law to provide the Services, Baton may engage an individual or entity with such license or qualification, selected by Baton in its sole discretion. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Baton is not responsible for such risks.

As part of the Services, you may be referred to certain third-party professional services. You authorize us to make such referrals and acknowledge that we may be paid valuable consideration for facilitating the connection.

Baton has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Baton will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Baton is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Baton, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “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.”

Will Baton ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

Paid Services

Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Unless as otherwise indicated on an applicable Order Form, please see our Pricing for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. For example, some Paid Services may charge a fee for downloading or installing the Services through the App Store (as defined below) linked to your specific device. You agree to comply with, and your license to use our mobile application is conditioned upon your compliance with, such App Store terms and conditions.  Any refunds relating to the applications or inquiries regarding refunds relating to the applications shall be handled solely by the applicable App Store in accordance with such App Store’s terms and conditions.

Billing

We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

Payment Method

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

Recurring Billing

Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. If you are a Seller, you agree to pay the non-refundable retainer fee specified in an applicable Order Form (“Retainer”), which may be in the form of a monthly retainer that, in each case, will be due and payable by the start of each month for the Term identified in an applicable Order Form. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, EMAIL US AT hello@batonmarket.com.

Current Information Required 

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY EMAILING US AT hello@batonmarket.com. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

Change in Amount Authorized 

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Auto-Renewal for Paid Services

Unless you opt out of auto-renewal, which can be done by emailing us at hello@batonmarket.com, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, email us at hello@batonmarket.com or, for mobile applications, cancel your subscription in the subscription management section of the applicable App Store. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring monthly basis, you must cancel the applicable Paid Service BY EMAILING US AT hello@batonmarket.com or terminate your BATON account before the end of the recurring TERM. Paid Services cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, BATON will not refund any fees that you have already paid.

Reaffirmation of Authorization

Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

Success Fee

In the event a Buyer consummates any transaction (including without limitation the purchase, lease or other acquisition of any interest in any business or other asset) (a “Transaction”) with a Seller, regardless of whether the Buyer is introduced or otherwise connected by Baton or via any Service or whether Seller no longer has an account with Baton, Seller shall pay Baton a fee identified in an applicable Order Form (the “Success Fee”). All payment provisions in these Terms survive any expiration or termination of these Terms.

If the Success Fee is identified as a percentage of the Purchase Price on an applicable Order Form, “Purchase Price”, for the purposes of these Terms, is defined as the aggregate gross consideration payable to Seller, pursuant to any Transaction, including but not limited to all cash, promissory note(s) or any debt instrument of any kind, or stock or real estate or any other assets transferred, or compensation paid (either at the closing or thereafter. If the Seller is unable to complete a Transaction, Seller and its individual owners will remain jointly and severally liable to Baton for the Success Fees.

In the event of the consummation of a Transaction, the Success Fee will be reduced by the amount of the Retainer already paid to Baton by Seller. For clarity, for a Transaction that occurs during the Term specified in an applicable Order Form, Seller shall pay Baton the Success Fee, regardless of how Seller was connected to Buyer, including if Seller had been connected to Buyer before the Term without Baton’s assistance of Services. After the Term expires, Seller shall remain obligated to pay Baton the Success Fee if Seller was connected with Buyer via the Services or was otherwise notified of Buyer or Baton otherwise assisted with the Sale during the Term specified in an applicable Order Form.

Buyer and Seller shall ensure that the contract governing the Transaction (the “Transaction Contract”) (i) includes an express obligation consistent with this paragraph to pay the Success Fee to Baton, which payment shall be made at closing or no more than 5 days after closing of the Transaction (the “Payment Period”) to avoid late fees, and (ii) designates Baton as an express third-party beneficiary of the Transaction Contract solely as to, and with the right to enforce, such obligation. Buyer and Seller hereby agree that Baton is an express third-party beneficiary of the Transaction Contract solely as to, and with the right to enforce, the obligation thereunder to pay the Success Fee in accordance therewith.

Each of Buyer and Seller shall inform Baton of the pending Transaction and the consummation of the Transaction and provide Baton with a copy of the executed Transaction Contract no later than three (3) days prior to the Closing Date (or if there is a simultaneous sign/close, no later than three (3) days after the Closing Date) so that Baton can calculate and verify the Success Fee. If the Success Fee is not received within the Payment Period, the Seller shall be required to pay an additional liquidated damage in the amount of $1,000 per day until the Success Fee is paid in full to Baton, and Baton may invoice Seller for the Success Fee or otherwise provide a payment method for Seller to use to pay the Success Fee (for example, a link to a payment webpage), and Seller shall pay the Success Fee immediately upon receipt in accordance with such invoice or method. Late payments accrue interest at the lesser of 1.5% per month and the maximum rate permitted by applicable law from the due date until payment of all outstanding amounts is made in full. Seller shall not be obligated to pay the Success Fee with respect to a Transaction only if Seller can demonstrate by documentation reasonably acceptable to Baton that Buyer and Seller executed a contract governing such Transaction prior to the date Baton commenced assistance with finding a prospective Buyer or with the Transaction.

Free Trials and Other Promotions

Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at support@batonmarket.com.

What if I want to stop using the Services?

You’re free to do that at any time by contacting us at support@batonmarket.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Baton is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Baton has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

If you have deleted your account by mistake, contact us immediately at support@batonmarket.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What about Mobile Applications and In-App Purchases?

You acknowledge and agree that the availability of our mobile application is dependent on the third-party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

Through our mobile applications, you may purchase (“In-App Purchase”) certain goods or features designed to enhance the performance of the Services. When you make an In-App Purchase, you are doing so through either the Apple iTunes service or the Google Play service and you are agreeing to their respective Terms and Conditions, available at http://www.apple.com/legal/internet-services/itunes/us/terms.html and http://play.google.com/intl/en_us/about/play-terms.html). Baton is not a party to any In-App Purchase.

I use the Baton App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:

Both you and Baton acknowledge that the Terms are concluded between you and Baton only, and not with Apple, and that Apple is not responsible for the Application or the Content;

The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;

You will only use the Application in connection with an Apple device that you own or control;

You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

You acknowledge and agree that Baton, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;

You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Baton, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

Both you and Baton acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and

1. Both you and Baton acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

Can I refer other users?

From time to time, Baton may offer rewards or incentives for referring others to the Services. For details of any current referral offers, please see our referral page.

The referring user (“Referrer”) may refer to individuals or entities who are neither current customers of Baton nor registered users of the Services (“Referee”). A registered user is a person or entity that already has an existing account with Baton. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Baton reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Baton's discretion for any reason or for no reason whatsoever. If Baton determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Baton reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by Baton to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.

What else do I need to know?

Warranty Disclaimer

Baton and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Baton and all such parties together, the “Baton Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, including any such Content or other representations made by Sellers or Buyers, and the Baton Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Baton Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services and the Baton Parties are not liable in any manner for whether a Sale occurs. The Services are not intended to provide you with any legal, financial, real estate, tax, investment or other advice of any kind. Baton does not assume and hereby disclaims responsibility and liability for any result or consequence directly or indirectly related to or arising out of any action or inaction that you take based on any Service or Content or any information received in connection with any Service or Content. THE SERVICES AND CONTENT ARE PROVIDED BY BATON (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN PART OR IN WHOLE.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE BATON PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO BATON IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU IN PART OR IN WHOLE.

Indemnity

You agree to indemnify and hold the Baton Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of or your other activities in connection with any Service or Content  (including any actions taken by a third party using your account), (b) your violation of these Terms, (c) your User Submissions, including without limitation any allegation that any such User Submission infringes, misappropriates or otherwise violates the intellectual property, proprietary or other rights of any third party, (d) your negligence or willful misconduct, or (e) your violation of any applicable law, rule or regulation. In the event of such a claim, suit, or action (“Claim”), we may attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Force Majeure

Neither party shall be liable for any loss, damage, cost, delay or failure to perform its obligations under these Terms directly caused by a Force Majeure event. “Force Majeure” shall be defined as acts of nature, such as severe acts of nature or weather events including floods, fires, earthquakes, hurricanes, or explosions, war, acts of terrorism, and epidemics; acts of governmental authorities such as expropriation, condemnation, and changes in laws and regulations; epidemic or pandemic measures as determined by the federal Centers for Disease Control (“CDC”); strikes and labor disputes; governmental authority decision and/or federal or state regulations, laws or executive orders.

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Baton's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof. These Terms shall be construed in accordance with, and its validity and effect (including any claims of breach of any of the terms thereof) shall be governed by, the laws of the State of New York and where applicable the Federal Arbitration Act for purposes of arbitration. Company and you hereby submit to the personal jurisdiction of the courts of the State of New York and venue in federal and state courts having a situs in New York, New York for all matters relating to these Terms and, for the purpose of any suit, action or other proceeding relating thereto, each of them expressly waives any and all objections to venue in any such courts.

Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Baton and limits the manner in which you can seek relief from Baton. Both you and Baton acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Baton's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, for a maximum of sixty (60) days from the time written notice is received from the complaining party, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute within the initial maximum sixty (60) days after written notice is received from the complaining party, either party may file a Demand for Arbitration andit shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, with translators made available in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration

The Rules will govern payment of all arbitration fees. Baton will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Baton will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement

One singular exception to the binding Arbitration Agreement and clauses herein, either you or Baton may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial

YOU AND BATON WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Baton are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Baton over whether to vacate or enforce an arbitration award, YOU AND BATON WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Baton is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out

You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 900 Broadway, #1003, New York, NY 10003 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement; provided however, any action, basis or claim asserted prior to notice received by Baton shall be arbitrated and only an action, basis or claim that occurs after receipt by Baton of your Opt-out request shall not be bound by the Arbitration requirement herein.

(g) Exclusive Venue

If you send the opt-out notice pursuant to the terms and limitations specified in section (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Baton to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Baton agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.

(h) Attorneys' Fees and Fee Shifting

If an arbitrator, or in the case of a court of competent jurisdiction, determines that either party to these Terms has materially breached these Terms, then the party the arbitrator determines has breached these Terms hereby agrees to pay reasonable attorneys' fees and costs incurred by the other party seeking to enforce these Terms and that such arbitrator or court shall enter judgment in favor of the successful party in the litigation, arbitration or mediation, for the amount of these fees and costs.

(i) Survival

All provisions of these Terms which must survive in order to give effect to their meaning (including, without limitation, the Arbitration Agreement, grant of rights, representations, warranties, indemnities and confidentiality and non-use obligations) shall survive any expiration or earlier termination of this Agreement.

(j) Severability

To the extent any provision of this Arbitration Agreement or these Terms shall be deemed invalid or unenforceable, it shall be considered deleted herefrom, to the minimum extent necessary, and the remainder of such provision and of these Terms shall be unaffected and shall continue in full force and effect. In furtherance and not in limitation of the foregoing, should the duration or geographical extent of, or business activities covered by, any provision of these Termsbe in excess of that which is valid and enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities which may be validly and enforceably covered.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Baton may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. 

No Waiver

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. You and Baton agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Baton, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Baton, and you do not have any authority of any kind to bind Baton in any respect whatsoever. These Terms do not establish an employment relationship, partnership, joint venture or agency relationship between the parties.

Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and Baton agree there are no third-party beneficiaries intended under these Terms.