Marketplace Legal
Direct Offer Group Marketplace Participation Agreement
Draft for legal review.
This Marketplace Participation Agreement is a production-ready draft for review and customization by qualified legal counsel. It is separate from the Direct Offer Group LLC Terms of Service.
1. Purpose
This Agreement governs participation by an approved Marketplace Partner or Founding Partner in the Direct Offer Group Marketplace and Deal Room platform. Participation is a privilege, not a right, and remains subject to continued compliance with this Agreement, the Marketplace Terms & Operating Rules, and applicable transaction documents.
2. Relationship of the Parties
Marketplace Partners are independent businesses. Nothing in this Agreement creates employment, agency, partnership, joint ownership of Direct Offer Group LLC, or a fiduciary relationship, except where a separate written Joint Venture Agreement specifically states otherwise.
3. DOG's Role
Direct Offer Group LLC may provide deal review, buyer matching, buyer distribution, transaction coordination, title coordination, communication tools, Deal Rooms, AI-assisted workflow, and document management. DOG may facilitate transactions but is not automatically a buyer, seller, broker, attorney, lender, or title company.
4. Confidential Information
Partners must protect confidential information, including buyer identities, seller information, pricing, contracts, Deal Room contents, title documents, funding information, and Marketplace communications. Confidential information may be used only for authorized Marketplace and transaction purposes.
5. Buyer Protection
DOG's controlled buyer network is proprietary. Partners may not harvest buyers, export buyer information, contact buyers outside approved workflows, share buyer information, or attempt to recreate the buyer database. DOG does not provide a downloadable buyer list.
6. Non-Circumvention
Partners must not intentionally bypass DOG to avoid agreed compensation after DOG has provided introductions, buyer matching, transaction coordination, or other compensated services. This does not prevent parties from entering a different written agreement approved by DOG.
7. Compensation
Marketplace compensation is governed by written agreements for each transaction. Compensation may vary based on acquisitions, dispositions, sourcing, transaction management, title coordination, marketing, buyer introductions, and other agreed responsibilities. No compensation percentage or amount is assumed without a written agreement. DOG may require written compensation agreements before facilitating a transaction.
8. Joint Venture Acknowledgment
Many Marketplace transactions operate under written Joint Venture Agreements. JV terms are transaction specific, and a separate JV Agreement controls that transaction where it conflicts with general Marketplace language. Marketplace participation alone does not create a Joint Venture.
9. Deal Ownership
Submitting a deal does not transfer ownership. Ownership, assignment rights, marketing rights, and compensation remain governed by applicable contracts and written agreements. DOG may remove deals that violate Marketplace rules.
10. No Daisy Chains
Partners represent that submitted opportunities are directly controlled, legally assignable where applicable, not unauthorized daisy chains, and not duplicate submissions intended to manipulate the Marketplace. DOG may immediately remove violating deals.
11. AI Disclosure
DOG may use AI to assist with summaries, document extraction, workflow recommendations, buyer matching, communication drafting, Deal Health, and operational insights. AI recommendations are advisory only. Users remain responsible for reviewing transaction information and making their own decisions.
12. Security
DOG uses implemented controls that may include encrypted document storage, permission-controlled access, audit logs, MFA where enabled, malware scanning, and secure document handling. These controls reduce risk but do not eliminate all security risk.
13. Recordkeeping
Messages, document uploads, approvals, activity, Deal Room actions, and acceptance records may be retained for operational, compliance, security, dispute, and audit purposes.
14. Suspension and Termination
DOG may suspend or terminate Marketplace participation for fraud, repeated policy violations, buyer harvesting, confidentiality breaches, non-circumvention violations, unauthorized access, illegal activity, or repeated failure to honor written agreements.
15. Dispute Resolution
Disputes should first be presented to DOG at support@directoffergroup.com for good-faith operational review. The parties may specify mediation, arbitration, venue, and other dispute procedures in a transaction-specific or counsel-approved version of this Agreement.
16. Governing Law
Governing law and venue are intentionally configurable and should be completed by qualified legal counsel based on the applicable business structure and transaction jurisdictions.
17. Entire Agreement
This Agreement works together with the Marketplace Terms & Operating Rules, Privacy Policy, applicable Joint Venture Agreements, written compensation agreements, and Deal Room acknowledgments. If there is a conflict, the transaction-specific written agreement controls that transaction.
Questions may be sent to support@directoffergroup.com or (833) 756-5792.