Terms of Service

— Last updated: April 27, 2026

These Terms of Service ("Terms") govern your access to and use of the websites operated by Proper Ecom LLC ("Proper Ecom," "we," "us," or "our"), including acquire.properecom.com and properecom.com (the "Site"), and any professional services we provide. By accessing the Site or engaging us, you agree to these Terms. If you do not agree, do not use the Site or engage our services.

1. Who we are and what we do

Proper Ecom LLC is a Florida limited liability company providing two professional services:

• Acquisition Advisory — sourcing, diligence, negotiation, and transaction coordination support to help clients acquire e-commerce businesses they choose to purchase. Clients make all final acquisition decisions and deploy capital in their own name.
• Ongoing Brand Operations Management — managing day-to-day operations of an e-commerce brand on behalf of the brand owner, including marketplace management, advertising, listing optimization, supply-chain coordination, and reporting.

Our services are delivered for a flat professional fee set at engagement. We do not charge percentages of acquisition prices, hold or manage client capital, or take ownership stakes in client businesses.

2. Eligibility

You must be at least 18 years old and have legal capacity to enter into binding agreements to use this Site or engage our services. By accessing the Site, you represent that you meet these requirements.

3. No investment advice; no broker-dealer; no fiduciary relationship

Proper Ecom is not a registered investment adviser, broker-dealer, securities broker, or financial planner with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any state securities regulator. Nothing on this Site or in our services constitutes:

• Investment advice or a recommendation to buy, sell, or hold any security
• An offer or solicitation to buy or sell any security
• Tax, legal, or accounting advice
• A fiduciary relationship

We provide professional business advisory and operations management services. Our advisory services relate to operational and commercial aspects of e-commerce business acquisitions — not securities. Information about businesses, multiples, market data, projections, and case examples is illustrative and for general informational purposes only. You should consult your own attorney, CPA, financial adviser, and other qualified professionals before making any acquisition decision.

4. Engagement of services

Use of this Site does not by itself create a client relationship. A formal client relationship is established only when you and Proper Ecom both sign a written engagement letter or services agreement that sets out the specific services, fees, and terms. The terms of any signed engagement agreement control over these Terms with respect to the engaged services.

5. Fees and payment

Proper Ecom charges flat professional fees agreed in writing at engagement. Fees are payable in U.S. dollars per the schedule in your engagement agreement. We do not custody client capital. Any funds used for acquisition or working capital are deployed by the client in the client's own name, through accounts the client controls.

6. Client responsibilities

• You are solely responsible for your acquisition decisions and the operation, ownership, and management of any business you acquire
• You are responsible for your own tax, legal, and regulatory compliance
• You will provide accurate, complete, and timely information necessary for us to perform our services
• You will not use our services to engage in any unlawful, deceptive, or fraudulent activity
• You retain 100% ownership of any business or asset you acquire. Proper Ecom does not take equity, ownership, or any beneficial interest in your business by virtue of providing advisory or operations services.

7. No guarantees of results

E-commerce acquisitions and operations involve substantial business and financial risk. Past performance — ours, our clients', or any business referenced on this Site — is not indicative of future results. Individual outcomes vary widely based on the specific business, capital available, market conditions, execution, time committed, and many other factors outside our control. Testimonials and case examples reflect the experience of specific individuals and are not typical or guaranteed.

Proper Ecom does not guarantee any specific financial outcome. You may lose part or all of any capital you deploy.

8. Intellectual property

All content on this Site — including text, graphics, logos, images, video, audio, software, and the underlying technology — is owned by Proper Ecom or its licensors and is protected by U.S. and international intellectual property laws. You may not copy, modify, reproduce, distribute, or create derivative works without our prior written permission. Materials we provide to clients in the course of services remain our property unless the engagement agreement says otherwise; clients receive a non-exclusive, non-transferable license to use them for their own internal business purposes.

9. Site use restrictions

You agree not to:

• Use the Site in any unlawful manner or for any unlawful purpose
• Attempt to gain unauthorized access to any portion of the Site or any related systems
• Probe, scan, or test the vulnerability of the Site or any associated infrastructure
• Use any robot, scraper, or other automated means to access the Site without our express written permission
• Interfere with or disrupt the Site, its servers, or its networks
• Use the Site to transmit any virus, malware, or other harmful code

10. Disclaimer of warranties

The Site and our services are provided "as is" and "as available" without warranties of any kind, whether express or implied. To the fullest extent permitted by law, Proper Ecom disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation.

11. Limitation of liability

To the fullest extent permitted by law, Proper Ecom and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, business opportunity, or goodwill, arising out of or relating to your use of the Site or our services. Our total aggregate liability for any claim arising out of or relating to these Terms or the Site (excluding services governed by an engagement agreement, which are governed by that agreement) will not exceed one hundred U.S. dollars ($100). Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, in which case such exclusions or limitations apply only to the extent permitted.

12. Indemnification

You agree to indemnify, defend, and hold harmless Proper Ecom and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Site, your breach of these Terms, your violation of any law or third-party right, or your acquisition or operation of any business.

13. Third-party links and services

The Site may contain links to third-party websites or integrate with third-party services (such as iClosed, Google, Meta, GoHighLevel, Stripe, and others). We do not control and are not responsible for the content, policies, or practices of those third parties. Your use of any third-party website or service is at your own risk and subject to the third party's terms.

14. Termination

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason. Sections that by their nature should survive termination (including Sections 3, 7–13, and 15–18) will survive.

15. Governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Site will be resolved exclusively in the state or federal courts located in Broward County, Florida, and the parties consent to the personal jurisdiction of such courts.

16. Dispute resolution

Before filing any formal claim, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for at least 30 days after written notice of the dispute. If the dispute is not resolved through negotiation, the parties may agree to mediation or proceed to court as set out in Section 15.

17. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top reflects the most recent revision. Material changes will be posted prominently on the Site. Your continued use of the Site after changes are posted constitutes your acceptance of the updated Terms.

18. Miscellaneous

• Entire agreement. These Terms (together with any signed engagement agreement and the Privacy Policy) constitute the entire agreement between you and Proper Ecom regarding your use of the Site.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign without restriction.

19. Contact

Questions about these Terms? Contact us at hello@properecom.com, or write to us at:
Proper Ecom LLC
800 SE 4th Avenue, Suite 618
Hallandale Beach, FL 33009