Please read these Terms carefully. By creating an account, submitting a listing, requesting access to any listing, or otherwise using the Platform, you agree to be bound by these Terms & Conditions. OFF MKT is a confidential marketplace: access is a privilege extended at our discretion, not a right, and it is conditioned on good-faith participation and strict confidentiality.
1. Who We Are; Acceptance of These Terms
The website located at theoffmkt.com and the services offered through it (collectively, the “Platform”) are owned and operated by OFF MKT LLC (“OFF MKT,” “we,” “us,” or “our”), a Washington limited liability company. These Terms & Conditions (the “Terms”), together with our Cookies Policy and the policies published on our Legal page (including our Privacy Policy and Dispute Resolution & Liability terms, which are incorporated by reference), form a binding agreement between you and OFF MKT.
If you use the Platform on behalf of a company or other entity, you represent that you are authorized to bind that entity, and “you” includes that entity. If you do not agree to these Terms, do not use the Platform.
2. OFF MKT Is Solely a Technology Platform
OFF MKT is solely a technology platform. We provide software, data organization, and communication tools that allow independent parties to discover one another and pursue transactions involving childcare facilities and related businesses and real estate. OFF MKT:
• is not a real estate broker, salesperson, business broker, dealer, agent, investment adviser, attorney, accountant, lender, or fiduciary, and does not perform any licensed brokerage or advisory services through the Platform;
• is not a party to, and does not negotiate, arrange, endorse, or guarantee, any transaction, offer, letter of intent, or agreement between users;
• does not verify, and makes no representation regarding, the accuracy or completeness of any listing, financial figure, license status, or other information supplied by users or third parties; and
• does not provide legal, tax, financial, or investment advice. All information on the Platform is provided for general informational purposes only, and you are solely responsible for your own due diligence and for engaging your own professional advisors.
Any transaction you pursue with another user is solely between you and that user, on terms you negotiate directly, at your own risk.
3. Membership and Accounts
Access to listings, data, and members of the marketplace requires an approved account. The Platform serves two membership types: “Listing Members” (owners, operators, and their authorized representatives who post opportunities) and “Buyer Members” (parties seeking to acquire childcare facilities or businesses). We may approve, decline, condition, or revoke membership applications in our sole discretion, with or without stated reason.
You agree to provide accurate, current, and complete information at registration and to keep it updated; to maintain the confidentiality of your login credentials; and to accept responsibility for all activity under your account. Accounts are personal to the approved member and may not be shared, sold, or transferred. You must be at least 18 years old and able to form a binding contract to use the Platform.
4. Good-Faith Participation
OFF MKT exists to help serious parties transact. As a condition of membership, you agree to participate in good faith, with a genuine intent to transact. Good-faith participation means, among other things, that you will:
• request access to listings and confidential materials only when you have a bona fide interest in evaluating a potential transaction for your own account (or for a principal you are authorized to represent and have disclosed to us);
• respond honestly regarding your intentions, qualifications, and financial capacity when engaging with other members or with OFF MKT;
• refrain from using the Platform to gather competitive intelligence, solicit members for unrelated services, harvest contact information, or circumvent OFF MKT to pursue introductions made through the Platform outside of it; and
• deal with other members honestly and professionally, and honor the commitments you make in the course of a transaction process.
Conduct that, in our judgment, is inconsistent with a genuine intent to transact — including browsing confidential materials without credible interest, repeatedly engaging sellers with no follow-through, misrepresenting your identity or capacity, or using the marketplace as a research tool for a competing venture — is a material breach of these Terms.
5. Confidentiality
OFF MKT is a confidential marketplace. Listings, financial information, operating data, the identity of sellers and buyers, and the existence and status of any potential transaction disclosed to you through the Platform (collectively, “Confidential Information”) are disclosed to you solely for the purpose of evaluating a potential transaction through the Platform.
You agree to: (a) hold all Confidential Information in strict confidence; (b) not disclose it to any third party other than your professional advisors who are bound to confidentiality and engaged for the purpose of the potential transaction; (c) not use it for any purpose other than evaluating that transaction; and (d) not contact a seller’s employees, staff, families, landlords, or licensing authorities regarding a potential transaction without express authorization. These obligations survive the termination of your membership and continue for as long as the information remains non-public.
Certain listings or transactions may additionally require you to execute a separate non-disclosure or confidentiality agreement (an “NDA”). Where an NDA is in place, its terms supplement — and where more protective, control over — this Section. A breach of any such NDA is also a breach of these Terms.
You acknowledge that a breach of confidentiality can cause serious and irreparable harm to sellers, to other members, and to OFF MKT, that monetary damages may be inadequate, and that OFF MKT and the affected parties are entitled to seek injunctive and other equitable relief in addition to all other remedies.
6. Suspension and Removal at Our Discretion
We may suspend or terminate your account, restrict your access, remove your listings, or bar you from the Platform at any time, in our sole discretion, with or without notice, including without limitation where we believe that you:
• are not participating in good faith with a genuine intent to transact (Section 4);
• have breached, or are likely to breach, your confidentiality obligations (Section 5) or any NDA;
• have provided false or misleading information, misrepresented your identity, authority, or financial capacity, or engaged in fraudulent or unlawful conduct;
• have attempted to circumvent the Platform, scrape or misappropriate our data (Section 8), or interfere with the operation of the marketplace; or
• have otherwise acted in a manner that we determine is harmful to the marketplace, its members, or OFF MKT.
We are not required to state a reason, provide a warning, or follow a graduated process, and we will have no liability to you or to any third party for any suspension, removal, or refusal of service. Fees paid are non-refundable upon termination for the conduct described above. Sections 5, 8, 10, 11, and 12, and any accrued payment obligations, survive termination.
7. Listings and Fees
Listing Members are solely responsible for the accuracy, completeness, and lawfulness of their listings and for their authority to offer the property or business described. We may edit for format, decline, or remove any listing in our sole discretion. Listings do not constitute an offer capable of acceptance; all transactions are subject to definitive agreements negotiated directly between the parties.
Access to certain features, including the posting of listings, is subject to the fees published on the Platform or agreed in writing at the time of purchase (for example, per-listing fees for a stated listing period). Except as expressly stated at the time of purchase or required by law, all fees are non-refundable, including where a listing does not result in a transaction or where an account is terminated for breach of these Terms. We may change our fees prospectively at any time.
8. Proprietary Data and Intellectual Property
The Platform and everything in it — including our databases of childcare centers, sale comparables, transaction records, active and historical listings, buyer demand and matching data, analytics, reports, compilations, software, design, text, graphics, and the OFF MKT name, logo, and marks (collectively, the “OFF MKT Materials”) — are the proprietary property of OFF MKT and its licensors, protected by copyright, trademark, trade secret, database, and other intellectual property laws. Our data compilations represent substantial independent investment, selection, and curation and constitute valuable trade secrets and proprietary assets of OFF MKT.
You receive only a limited, revocable, non-exclusive, non-transferable right to access the Platform for your own bona fide transactional use consistent with these Terms. Without our prior written consent, you may not:
• copy, scrape, crawl, harvest, download in bulk, or systematically extract any data or content from the Platform, whether manually or by any automated means (including bots, scripts, or AI training pipelines);
• reproduce, distribute, sell, license, publish, or otherwise make available any OFF MKT Materials to any third party, or use them to create or enrich a competing product, database, or service;
• reverse engineer, decompile, or otherwise attempt to derive the structure of the Platform or its data; or
• remove, obscure, or alter any proprietary notices, or frame or mirror any part of the Platform.
Enforcement. OFF MKT actively monitors for unauthorized access, scraping, and misuse of its data. Any effort to misappropriate, undermine, or free-ride on our data, our members, or our work product will be treated as a serious legal matter. We will pursue all available remedies against violators — including lawsuits seeking injunctive relief, actual and statutory damages, disgorgement of profits, and recovery of attorneys’ fees — under contract, copyright, trade secret (including the federal Defend Trade Secrets Act and the Washington Uniform Trade Secrets Act), computer-fraud, and other applicable laws.
9. Prohibited Conduct
In addition to the restrictions above, you agree not to: use the Platform for any unlawful purpose; post content that is false, misleading, infringing, or defamatory; interfere with or disrupt the Platform or its security features; attempt to access accounts or data not intended for you; introduce malicious code; impersonate any person or entity; or use the Platform to send unsolicited commercial messages.
10. Disclaimers
THE PLATFORM AND ALL OFF MKT MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AVAILABILITY. WITHOUT LIMITING THE FOREGOING, OFF MKT DOES NOT WARRANT THE CONDUCT, IDENTITY, QUALIFICATIONS, OR SOLVENCY OF ANY MEMBER, OR THE ACCURACY OF ANY LISTING, COMPARABLE, VALUATION, OR OTHER DATA. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
11. Limitation of Liability; Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OFF MKT AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE PLATFORM OR ANY TRANSACTION OR DISPUTE BETWEEN USERS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO OFF MKT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).
You agree to indemnify, defend, and hold harmless OFF MKT and its members, managers, officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of your listings or other content, your use of the Platform, your breach of these Terms (including your confidentiality obligations), or your violation of any law or the rights of any third party.
12. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Washington, without regard to conflict-of-laws principles. Disputes are subject to the binding arbitration provisions, class-action waiver, and venue terms set out in the Dispute Resolution & Liability section of our Legal page, which is incorporated into these Terms by reference. Notwithstanding those provisions, OFF MKT may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information, data, or intellectual property.
13. General
Changes. We may update these Terms from time to time. The current version will always be posted on the Platform with its effective date; material changes may also be communicated by email or notice on the Platform. Your continued use after the effective date constitutes acceptance.
Miscellaneous. These Terms, together with the documents incorporated by reference and any NDA or written agreement you enter with OFF MKT, are the entire agreement between you and OFF MKT regarding the Platform. If any provision is held unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Notices to OFF MKT should be sent to hello@theoffmkt.com.
Contact
OFF MKT LLC · 500 108th Ave NE, Suite 2400, Bellevue, WA 98004 · hello@theoffmkt.com · theoffmkt.com
The data-driven marketplace for childcare businesses.