Seller Account Disclosures & Acknowledgments

Binding acknowledgment. By creating a Seller account on CLIA FOR SALE (“Platform”), operated in connection with Twilight BioSystems Incorporated and partners including Manhattan Biz (together, “Company,” “we,” “us”), you agree to these Seller Disclosures, the Seller Listing Terms, Terms of Use, and Privacy Policy. If you do not agree, do not register or list a laboratory.

1. Nature of the Platform

The Platform is a marketplace and communication tool for marketing clinical laboratories and related opportunities. Company is not CMS, a State Agency, or an accreditation body. Display of a listing does not mean Company has verified CLIA status, ownership, financials, or transferability.

2. Authority to list

• You represent you own the laboratory assets/entity or have written authority from the owner to market the opportunity.
• Listing does not violate any non-disclosure agreement, exclusive listing agreement, court order, lien, or applicable law.
• If you are a broker, you hold all licenses required in relevant jurisdictions and will display accurate license information where required.

3. Accuracy; updates; no misleading statements

You will provide information that is accurate and not misleading to the best of your knowledge, including status (active, under contract, sold), price metrics, specialty/complexity, and CLIA-related claims. You will promptly update material changes. You will not fabricate certificates, inspection outcomes, payor status, or revenue.

4. CLIA, CMS, state law, and accreditation

• You—not Company—are responsible for the laboratory’s compliance with CLIA, CMS Conditions of Participation/coverage rules where applicable, State Agency requirements, personnel and director standards, proficiency testing, quality systems, and accreditation standards.
• You acknowledge ownership or location changes, director changes, and menu expansions may require regulatory filings. Company does not file those on your behalf unless under a separate written engagement.
• You will not use the Platform to solicit or complete transactions that would violate federal or state fraud and abuse laws, including the Anti-Kickback Statute, Stark Law, or False Claims Act, as applicable.

5. Public vs restricted information

Public fields must remain non-identifying where required by Platform design. CLIA IDs, street addresses, legal names, director identity, identifying photos, and diligence files are restricted and revealed only under Platform access rules (buyer confidentiality + your approval). You control approval of access requests and are responsible for whom you approve.

6. No PHI or unauthorized personal data

Do not upload protected health information, patient lists with identifiers, employee SSNs, full bank account numbers, or other data not necessary for a legitimate business sale package. You warrant you have rights to any documents you upload and that uploads do not violate HIPAA or other privacy laws.

7. Deal room & diligence checklist

Checklist statuses and deal-room notes are seller-managed convenience tools. They are not certifications of completeness, legal opinions, or CMS/CLIA clearance. You remain responsible for what you share with approved buyers.

8. Communications, marketing emails, and spam laws

You authorize Company to contact you about Platform operations, access requests, messages, and (where you have not opted out) industry marketing consistent with registration notices and applicable CAN-SPAM / state laws. You will not use in-platform messaging for unlawful solicitation or harassment.

9. No professional advice; independent counsel

Platform content is not legal, tax, clinical, valuation, or regulatory advice. Engage licensed professionals for your sale process, including any state real-estate or business brokerage licensing implications.

10. Fees & offline agreements

Any success fee, listing fee, or brokerage engagement with Company or affiliates must be in a separate signed writing. Platform registration alone does not obligate Company to market your lab offline or guarantee a buyer.

11. Removal; suspension

Company may remove listings or suspend accounts that appear unlawful, deceptive, abusive, non-compliant with these Disclosures, or harmful to other users, without liability for lost opportunity.

12. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from claims and expenses (including reasonable attorneys’ fees) arising from: (a) your listings, uploads, or messages; (b) inaccuracy or incompleteness of your information; (c) unauthorized disclosure of PHI or confidential data; (d) disputes with buyers; (e) regulatory or enforcement actions related to the laboratory or your marketing of it; or (f) your breach of these Disclosures or law.

13. Disclaimers & limitation of liability

THE PLATFORM IS PROVIDED “AS IS.” COMPANY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT LISTINGS WILL GENERATE BUYERS, CLOSES, OR ANY PARTICULAR PRICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. COMPANY’S TOTAL LIABILITY FROM PLATFORM USE WILL NOT EXCEED THE GREATER OF FEES YOU PAID TO COMPANY FOR THE PLATFORM IN THE PRIOR TWELVE (12) MONTHS OR US$100, EXCEPT WHERE LIABILITY CANNOT BE LIMITED.

14. Electronic acceptance

Checking acceptance boxes at registration constitutes your electronic signature to these Seller Disclosures (version 2026-07-25) and related Platform terms as of the timestamp we record.

15. Governing law

California law governs, without conflict-of-law principles, except where mandatory protections apply. Unenforceable provisions are severed; remaining terms continue.

16. Contact

deals@cliaforsale.com

This framework is for product compliance and risk allocation on the Platform. Have qualified counsel review transaction documents, state brokerage licensing, and healthcare regulatory issues for your sale.