Seller Warranty

You represent and warrant that:

• You are the lawful owner of, or are duly authorized to sell, every customer account, route, asset, and item of equipment included in your listing;
• You have full corporate or personal authority to enter into the sale and to transfer what you are selling;
• The listed assets are free and clear of any undisclosed lien, security interest, encumbrance, contract restriction, right of first refusal, or third-party claim;
• No partner, spouse, co-owner, or other person whose consent is required has been omitted from the transaction.

You warrant that all information in your listing is, at the time of listing and through closing:

• True, complete, accurate, and not misleading;
• Reflective of the actual customer count, average ticket, monthly recurring revenue, and route density represented;
• Supported by source records (invoices, route sheets, bank deposits) that you will make available for buyer due diligence on reasonable request;
• Disclosed as to any customer that has given notice to cancel, is materially past due, or is in active dispute;
• Disclosed as to any pending price increases, equipment failures, warranty obligations, chemical-related complaints, or open insurance/liability claims.

You agree that, upon close of escrow, you will:

• Promptly notify each transferred customer of the change in service provider, using a notice the buyer reasonably approves;
• Deliver all customer contact information, service history, equipment notes, gate/access codes, photos, and outstanding balances in a usable format;
• Cease servicing the transferred accounts and not solicit those customers for a competing pool service business for the period set out in the bill of sale (and in any event for at least 24 months unless the parties agree otherwise);
• Cooperate in good faith with the buyer's transition for a reasonable handoff period.

You agree not to:

• Solicit or accept off-platform payment from a buyer introduced through the Marketplace in order to avoid kicktide's brokerage fee;
• Withdraw a listing in bad faith after a buyer has begun due diligence, in order to consummate the sale off-platform;
• Use buyer contact details obtained through the Platform for any purpose other than the transaction at hand.

If we determine that you have circumvented the Platform, the brokerage fee remains due and we may suspend or terminate your account and pursue any other available remedy.

You warrant that:

• You hold all licenses, registrations, and certifications required by your jurisdiction to provide pool service and to sell the listed assets;
• You have complied with all applicable tax, employment, consumer-protection, and chemical-handling laws relating to the business being sold;
• Your handling of customer personal information complies with applicable privacy law and with the kicktide Privacy Policy.

Unless the parties agree otherwise in writing, you warrant that for 90 days following close (the "Retention Period") you have not directly or indirectly caused any transferred customer to cancel service. If a transferred customer cancels within the Retention Period for reasons attributable to inaccurate representations in the listing or to your action or inaction, you agree to make the buyer whole via a pro-rated refund of that customer's allocated purchase price, calculated on the same basis used in the listing valuation.

The Retention Period does not cover customers who cancel due to the new owner's pricing changes, service-level changes, or independent dissatisfaction.

Questions or warranty claims:

• Marketplace support: support@kicktide.com
• Legal notices: legal@kicktide.com