How does selling an app business through an online marketplace work, from listing to escrow release?
When a marketplace sale runs through Escrow.com with a broker as a party, the buyer and seller sign their own purchase agreement and Escrow.com holds the buyer’s money while the seller transfers the app, releasing it when the buyer accepts or the inspection period ends.
Flippa’s listing terms require complete and accurate information, including current and historical financial data, and make the seller responsible for keeping the listing current. Acquire.com makes the seller solely responsible for its listing materials, including financial information.
Flippa and Acquire.com state that they are not parties to the buyer’s and seller’s purchase agreement. Flippa also states that it is not an escrow service or payment provider and that independent providers handle payment processing.
Escrow.com’s definition of property eligible for escrow includes software, source code, domain names and intellectual property. Its instructions for a sale involving a broker call for transfer after funds are secured and verified, inspection after confirmed receipt, and payment after acceptance or inspection expiry.
Acquire.com leaves closing items, including tax or lien clearances, bulk-sale notices and purchase-price allocation forms, to the parties.
The later questions on this page follow this order, with the buyer’s counterpart in Buying an App Business.
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Flippa's terms state that the contract for the seller's assets is solely between the buyer and seller and that Flippa is not a party to it and does not act as an agent for either.
Flippa provides an avenue for sellers and buyers to negotiate and complete transactions. Accordingly, the contract agreed to by the sellers and buyers regarding the seller’s assets is solely between the buyer and seller. Flippa is not a party to this contract and does not assume any responsibility arising out of or in connection with the contract and/or the transaction. Flippa does not act as an agent for the buyer or seller.
See Transactions between buyers and sellers; accessed October 3, 2026
Escrow.com's General Escrow Instructions state that, once it secures and verifies the buyer's funds, it instructs the seller to transfer the merchandise, that the inspection period begins when the buyer's receipt is confirmed, and that it disburses funds on the buyer's acceptance or when the inspection period expires.
After Escrow.com secures and verifies funds, Escrow.com will instruct the Seller to transfer the merchandise to the Buyer. When the Buyer or Escrow.com has confirmed the Buyer’s receipt of the merchandise, the Inspection Period shall begin. Upon the Buyer’s acceptance or the Inspection Period expiring, Escrow.com will disburse funds to the Seller and the Broker per the Escrow Agreement.
See § 9; accessed October 3, 2026
Flippa's terms ask a seller creating a listing for complete and accurate information, including current and historical financial data, and make the seller responsible for keeping the listing up to date.
When you create a listing, you will be asked to provide complete and accurate information about your asset, including, but not limited to a business description and current and historical financial data. You are responsible for your listing and keeping your listing information up to date at all times.
See Listings; accessed October 3, 2026
Acquire.com's terms make a seller solely responsible for the materials and data it submits for a listing, including financial information about its startup.
2.1. Your Materials. You are solely responsible for: (a) all materials and company data submitted to Acquire.com for inclusion in a startup listing or profile description or for use in connection with the Services, including startup listings, startup details, financial information regarding Your startup, videos, information, URLs, contact information, and photos, whether or not created originally by You (“Your Content”); and (b) all websites and content linked, or otherwise referenced, in Your Content (the “Linked Content” and together with Your Content, “Your Materials”).
See § 2.1; accessed October 3, 2026
Acquire.com's terms state that it is not a party to any transaction agreement between a buyer and seller on its marketplace and that transactions are arm's-length negotiations between the buyer and seller.
9. Acquire.com is not a party to any transaction agreement or definition document pertaining to an M&A transaction between You and a buyer or seller on the Acquire.com Marketplace, or You and an Advisor. 10. Acquire.com does not guarantee the success of any M&A transaction originated in the Acquire.com Marketplace. All transactions contain inherent risk and are arm’s length negotiations between the buyer and seller of a startup.
See Services, item 9; accessed October 3, 2026
Flippa's terms state that Flippa is not an escrow service or payment provider and that payment processing is provided by independent third-party providers.
Flippa is not an escrow service and does not hold property on behalf of any person. Flippa is not a payment provider. For the purposes of facilitating a transaction, any and all payment processing services through or in connection with your use of the Flippa Services are provided to you by one or more independent third-party service provider, as appropriate.
See Payments; accessed October 3, 2026
Escrow.com's Terms of Use define Merchandise to include intangible property such as domain names, pre-written computer software, source code and intellectual property.
“Merchandise“ means any item of tangible (capable of being physically touched or precisely identified) goods or property transacted on Escrow.com. This term also includes certain intangible goods or property such as domain names, IPV4 addresses, pre-written computer software, source codes, intellectual property, and any other property as approved by Escrow.com in its sole discretion.
See Definitions; accessed October 3, 2026
Acquire.com's terms state that it does not assist with closing items such as tax or lien clearances, bulk-sale notices or purchase-price allocation forms, which are the user's responsibility.
3. Acquire.com does not facilitate or assist with any closing items of any kind, including, but not limited to, obtaining any tax or lien clearances, the publishing of bulk sale notifications, obtaining Employment Development Department, Board of Equalization, or Franchise Tax Board releases, or the filing of any purchase price allocation forms, e.g, IRS Form 8594 (collectively, “Closing Items.”) All Closing Items are exclusively Your responsibility.
See Services, item 3; accessed October 3, 2026
Can the buyer and seller use their own purchase agreement or an addendum when a marketplace runs the sale?
A separate purchase agreement or addendum in a marketplace sale can be constrained by the marketplace's terms, such as TrustMRR's current terms requiring deals initiated there to be completed through its platform and requiring a new revision and fresh signatures for any change after the first electronic signature. On a touch screen, a tap shows all 2 sources in this group.
Marketplace terms can distinguish the platform's completion process, the acquisition documents and a separate escrow service, and TrustMRR's terms describe an approval route for using an alternative process: they require contacting its support and obtaining its written approval before completing a transaction outside its standard escrow. An alternative process that requires the platform's prior approval is not permission to bypass the platform, and TrustMRR's terms prohibit circumventing it on pain of account suspension or termination. Nor does such an approval establish that the escrow agent will accept a separate document, because TrustMRR's terms treat Escrow.com as a separate, independent service governed by its own terms.
An addendum also has to satisfy the purchase agreement's own amendment clause; one filed agreement, for example, permitted amendment only by a written agreement executed by the party to be charged. A clear addendum can identify the underlying agreement by parties, date and signed revision, name the changed sections, state which unchanged terms continue and be signed as the amendment clause requires; one marketplace-brokered agreement permitted amendment in writing only if both parties signed and dated it. An express priority clause resolves a conflict that document dates alone may leave unanswered, such as a later escrow instruction or a marketplace's standard form that covers the same subject; one filed agreement provided that its own provisions control over any other document in a conflict.
TrustMRR's FAQ says it uploads the signed APA to the Escrow.com transaction. An addendum that is outside the signed revision, or that the escrow agent has not accepted, may therefore not control the release of funds, and TrustMRR's terms send disputes about escrow funds and disbursements to Escrow.com directly. An email that only discusses a change, without the agreement and signature the clause requires, is not an executed amendment under a clause that, like the one above, requires a written agreement executed by the party to be charged.
Whether the standard form needs changing at all is covered under the marketplace's standard agreement.
Sources for this answer
TrustMRR supports using a new revision and fresh signatures for changes after the first electronic signature.
The first electronic signature locks that exact revision for the other party; later changes require a new revision and fresh signatures.
See §11.1; accessed September 16, 2026
TrustMRR's terms require deals initiated on TrustMRR to be completed through its platform.
All deals initiated on TrustMRR must be completed through TrustMRR's platform.
See §10.5; accessed September 28, 2026
The Luna agreement supports requiring a written amendment signed by the party to be charged under that agreement.
This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.
See §13.7
TrustMRR's terms state that Escrow.com is a separate, independent third-party service subject to its own terms.
TrustMRR integrates with Escrow.com, a third-party escrow service, to facilitate secure fund transfers between buyers and sellers. By using escrow services through our platform, you acknowledge and agree that: - Escrow.com is a separate, independent third-party service. Your use of Escrow.com is subject to their own Terms of Service and policies.
See § 11.3; accessed September 29, 2026
TrustMRR's FAQ says TrustMRR creates the Escrow.com transaction and uploads the signed APA to it.
TrustMRR creates the Escrow.com transaction and uploads the signed APA when Escrow.com is ready for it.
See Buying and Selling; accessed September 29, 2026
TrustMRR's terms require users whose transaction does not suit its standard escrow to contact support and obtain written approval before completing the transaction outside the platform.
If, for any reason, our standard escrow service is not suitable for your transaction (e.g., you need to use a bank escrow, attorney escrow, or complete the transaction directly), you must: - Contact TrustMRR customer support before completing the transaction outside our platform - Obtain written approval from TrustMRR to proceed with an alternative payment method - Pay the TrustMRR platform fee as outlined in our fee structure, which will be invoiced separately - Provide proof of transaction completion to TrustMRR customer support upon request
See § 10.5; accessed September 30, 2026
TrustMRR's terms prohibit circumventing the platform to complete a transaction outside it and allow account suspension or termination.
Circumventing TrustMRR's platform to complete a transaction outside of our system is strictly prohibited and may result in account suspension or termination.
See § 10.5; accessed September 30, 2026
TrustMRR's terms require disputes, claims or issues about escrow funds, disbursements or transactions to be resolved directly with Escrow.com.
Any disputes, claims, or issues related to escrow funds, disbursements, or transactions must be resolved directly with Escrow.com.
See § 11.3; accessed September 30, 2026
The Jeffs Brands agreement, facilitated by a marketplace broker, permitted amendment in writing if both parties signed and dated it.
This Agreement may be amended in writing if both Parties sign and date in writing.
See General Provisions, ¶22(n)
The Sitestar agreement provided that its own provisions control over any other document in a conflict.
If there is a conflict between the terms, conditions, representations, warranties and covenants contained in this Agreement and any other document, then the provisions in this Agreement shall control.
See §11.7; agreement dated Feb. 28, 2007
Can a seller change app pricing or free trials before listing the app for sale?
Flippa’s quoted listing terms address accuracy rather than pricing changes, requiring the listing’s current and historical financial data to be complete, accurate and kept up to date.
Flippa requires current and historical financial data and makes the seller responsible for keeping the listing up to date. Its users also warrant that posted content is accurate when posted.
Apple’s financial reports show monthly proceeds and final unit sales on its fiscal calendar. Apple defines proceeds per unit as the customer price minus applicable taxes and its commission.
Contract promises can reach both the figures already supplied and conduct after signing: one filed agreement facilitated by a marketplace broker required truthful and accurate details about revenue, profit and expenses. That agreement also required the seller to maintain the business as it had operated before the sale and avoid actions outside normal business practices during migration. Under that wording, a pricing experiment outside normal business practices during migration would conflict with the seller’s promise, and a price change made before listing but left out of the revenue details would sit uneasily with the accuracy warranty.
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Flippa's terms ask a seller creating a listing for complete and accurate information, including current and historical financial data, and make the seller responsible for keeping the listing up to date.
When you create a listing, you will be asked to provide complete and accurate information about your asset, including, but not limited to a business description and current and historical financial data. You are responsible for your listing and keeping your listing information up to date at all times.
See Listings; accessed October 3, 2026
Flippa's terms have each user represent and warrant that content it posts is accurate when posted.
You are responsible for your content and you represent and warrant that you own or otherwise control all of the rights to the content and material that you post and that, as at the date that the content or material is posted it: (i) is accurate; (ii) complies with these Terms and (iii) does not breach any applicable laws.
See Your content; accessed October 3, 2026
Apple states that its financial reports show monthly proceeds and final unit sales by country or region and order type, generated once a month on Apple's fiscal calendar.
Financial reports show your monthly proceeds, as well as final unit sales by country or region and order type. They’re automatically generated once a month, based on Apple’s fiscal calendar, and are only generated if there are purchases or refunds during that fiscal period.
See Download financial reports; accessed October 3, 2026
Apple's financial report field reference defines Partner Share as the proceeds per unit, being the customer price minus applicable taxes and Apple's commission.
The proceeds you receive per unit. This is the Customer Price minus applicable taxes and Apple’s commission, per Schedule 2 of your Paid Apps Agreement.
See Partner Share; accessed October 3, 2026
The Jeffs Brands agreement had the seller warrant that it truthfully and accurately provided the broker details of the asset's revenue, profit, expenses, pageviews and work required, and qualified its litigation warranty by the seller's knowledge.
(e) Seller has truthfully and accurately provided details relating to the Asset to Broker including, but not limited to, details regarding revenue, profit, expenses, pageviews, work required per week, creation date, and use of a private blog network, if any; (f) There are no bankruptcy or reorganization proceedings currently filed against Seller that would impede its ability to complete this Agreement; and, (g) To the best of the Seller’s knowledge, there is no lawsuit or pending charge against the Asset.
See ¶12(e)–(g)
The Jeffs Brands agreement required the seller to maintain the asset as it was leading up to the sale and to take no actions outside normal business practices through the migration.
(a) Seller agrees to maintain the Asset, as it was leading up to sale, through the Completed Migration to the best of its ability. This includes, but is not limited to, maintaining third party links on its website and other websites and any marketing, advertising, or other referral source, if applicable. Seller shall take no active action to remove any third-party links; (b) Seller agrees to maintain accurate and up-to-date Asset records that it compiles throughout its normal course of business through the Completed Migration, and deliver any and all Asset records to Buyer prior to the Completed Migration; and, (c) Seller agrees not to take any actions in relation to the Asset outside of normal business practices throughout the Migration Process.
See ¶13(a)–(c)
Can a seller stand behind the revenue and retention figures its own dashboard shows buyers?
How far a seller stands behind a dashboard figure depends on the wording of its contractual promise, and marketplace terms already make the seller responsible for the financial information in its listing.
Acquire.com assigns responsibility for listing materials and financial information to the seller, while Flippa requires complete, accurate and current listing information.
Google Play says its estimated sales report is not recommended for accounting and can differ from earnings because it does not take into account withholding taxes or chargebacks. Its monthly earnings report shows payouts and transactions. Apple’s financial reports show monthly proceeds, with proceeds per unit calculated after applicable taxes and Apple’s commission.
One filed marketplace-brokered agreement qualified its litigation warranty by the seller’s knowledge but gave an unqualified warranty that revenue, profit and expense details supplied to the broker were truthful and accurate.
Flippa’s “Data Verified” and “Vetted by Flippa” labels carry no warranty of data accuracy or completeness and do not replace the buyer’s review, which is described in checking subscription revenue against app-store reports.
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Acquire.com's terms make a seller solely responsible for the materials and data it submits for a listing, including financial information about its startup.
2.1. Your Materials. You are solely responsible for: (a) all materials and company data submitted to Acquire.com for inclusion in a startup listing or profile description or for use in connection with the Services, including startup listings, startup details, financial information regarding Your startup, videos, information, URLs, contact information, and photos, whether or not created originally by You (“Your Content”); and (b) all websites and content linked, or otherwise referenced, in Your Content (the “Linked Content” and together with Your Content, “Your Materials”).
See § 2.1; accessed October 3, 2026
Flippa's terms ask a seller creating a listing for complete and accurate information, including current and historical financial data, and make the seller responsible for keeping the listing up to date.
When you create a listing, you will be asked to provide complete and accurate information about your asset, including, but not limited to a business description and current and historical financial data. You are responsible for your listing and keeping your listing information up to date at all times.
See Listings; accessed October 3, 2026
Google Play states that its estimated sales report is not recommended for accounting and can differ from earnings because it does not account for withholding taxes or chargebacks.
You can use this report for analytics or trend analysis, but it's not recommended for accounting. Instead, see the Earnings report. You may notice differences between this report and your earnings for a number of reasons. For example, the estimated sales report doesn't take into account withholding taxes or chargebacks.
See Estimated sales; accessed October 3, 2026
Google Play states that its earnings report shows payouts and transactions, is generated monthly and is typically available by the fifth of the following month.
You can use the earnings report to understand your payout and transactions. Each line in the report represents a type of transaction, such as when you charge a customer money or pay Google a fee, along with the original and converted amounts. Earnings reports contain transactions from the prior month. You'll receive the payout several weeks after the earnings report becomes available. The earnings report is generated once per month, and is typically available by the fifth of the following month.
See Earnings; accessed October 3, 2026
Apple states that its financial reports show monthly proceeds and final unit sales by country or region and order type, generated once a month on Apple's fiscal calendar.
Financial reports show your monthly proceeds, as well as final unit sales by country or region and order type. They’re automatically generated once a month, based on Apple’s fiscal calendar, and are only generated if there are purchases or refunds during that fiscal period.
See Download financial reports; accessed October 3, 2026
Apple's financial report field reference defines Partner Share as the proceeds per unit, being the customer price minus applicable taxes and Apple's commission.
The proceeds you receive per unit. This is the Customer Price minus applicable taxes and Apple’s commission, per Schedule 2 of your Paid Apps Agreement.
See Partner Share; accessed October 3, 2026
The Jeffs Brands agreement had the seller warrant that it truthfully and accurately provided the broker details of the asset's revenue, profit, expenses, pageviews and work required, and qualified its litigation warranty by the seller's knowledge.
(e) Seller has truthfully and accurately provided details relating to the Asset to Broker including, but not limited to, details regarding revenue, profit, expenses, pageviews, work required per week, creation date, and use of a private blog network, if any; (f) There are no bankruptcy or reorganization proceedings currently filed against Seller that would impede its ability to complete this Agreement; and, (g) To the best of the Seller’s knowledge, there is no lawsuit or pending charge against the Asset.
See ¶12(e)–(g)
Flippa's terms state that its data-verification and vetting labels carry no warranty of the data's accuracy or of future performance and are not a substitute for due diligence.
Despite the fact that an asset or business is marked “Data Verified” and/or “Vetted by Flippa,” Flippa makes no warranties or representations as to the accuracy and completeness of the data displayed or the current or future performance of a business or an asset. Third party data verification or review by Flippa, or one of its broker partners, is not a substitute for due diligence.
See § 6.2; accessed October 3, 2026
Will an app built with an AI app builder keep working after it is handed over to a buyer?
The buyer can maintain and update the app only if it also receives the code and build materials, because an App Store transfer moves the listing while Apple leaves delivery of the code and build materials to the seller.
Apple states that the app can remain available during transfer, retaining its reviews, ratings and bundle ID while users continue receiving updates. The buyer must create new provisioning profiles (the signing set-up for the app) in its own developer account after transfer.
Connected services have their own requirements: Vercel says project integrations must be added again after transfer. Google Play requires updates to account settings and apps for integrated services such as Firebase and Google Analytics.
For a website moving between hosts, Google recommends uploading a copy to the new host and thoroughly testing every way users interact with it. A seller that has run that kind of test outside the AI app builder can describe the result, and one that has not can say so, because one filed marketplace-brokered agreement had the seller warrant that the details it supplied to the broker about the asset were truthful and accurate.
Sources for this answer
Apple states that the transferor is responsible for exchanging the code set and build assets directly with the recipient and for telling the recipient about capabilities and App Store configuration added to the app.
The transferor is responsible for exchanging the actual code set and building assets directly with the recipient. Be sure to inform the recipient about any capabilities or App Store configuration added to the app, such as keychain sharing, Game Center, or push notifications, so these are maintained in future updates.
See What happens during and after an app transfer; accessed October 3, 2026
Apple states that an app can be transferred while it stays available on the App Store and that it keeps its reviews, ratings and bundle ID, with users continuing to receive updates.
You can transfer your app while keeping it available for download on the App Store. During and after the transfer, the app retains its reviews and ratings, and users continue to receive updates. When an app is transferred it maintains its Bundle ID, which can’t be changed once a build has been uploaded for the app.
See Overview; accessed October 3, 2026
Apple requires new provisioning profiles to be created in the recipient's developer account after an app transfer.
Note: After an app transfer, you must create new provisioning profiles in the recipient's Apple Developer account. Ensure you associate these profiles with the transferred app's App ID and distribution certificate.
See Note; accessed October 3, 2026
Vercel states that integrations associated with a project must be added again after the transfer.
Integrations: Those associated with your project must be added again after the transfer is complete.
See What is not transferred?; accessed October 3, 2026
Google Play tells developers to update account settings and apps for integrated services such as Google Analytics, Firebase and Google Play game services when an app transfers.
If your app uses any integrated services, including Google Analytics, Firebase, and Google Play game services, make sure to update your account settings and apps.
See Additional requirements for select apps; accessed October 3, 2026
Google suggests uploading a copy of the site to the new hosting provider and verifying it by thoroughly testing all aspects of how users interact with the site.
First, upload a copy of your site to your new hosting provider. What a "copy of your website" means depends entirely on your old content management platform; it may be actual HTML files that you replicate on your new hosting platform, or a database export that you have to import in the new location. Once you do that, verify that it works as expected by thoroughly testing all aspects of how your users interact with your site.
See Copy and test your new site; accessed October 3, 2026
The Jeffs Brands agreement had the seller warrant that it truthfully and accurately provided the broker details of the asset's revenue, profit, expenses, pageviews and work required, and qualified its litigation warranty by the seller's knowledge.
(e) Seller has truthfully and accurately provided details relating to the Asset to Broker including, but not limited to, details regarding revenue, profit, expenses, pageviews, work required per week, creation date, and use of a private blog network, if any; (f) There are no bankruptcy or reorganization proceedings currently filed against Seller that would impede its ability to complete this Agreement; and, (g) To the best of the Seller’s knowledge, there is no lawsuit or pending charge against the Asset.
See ¶12(e)–(g)
Which account pays for each service the app still uses, and what can stop working when accounts move?
A paid service can keep billing the account it sits in until it moves, and moving an account out of its organization can stop a service integrated there, as Amazon Web Services’ rules for an account leaving an organization show.
Receiving accounts may need payment arrangements before transfer: Vercel requires a valid payment method on the receiving team to avoid interrupted service. Google Play requires an active payments profile in the receiving account for paid apps and apps with in-app products.
Amazon Web Services makes an account’s owner responsible for all new costs from the moment the account leaves an organization, using that account’s payment method.
Service connections need separate attention: removing an account from an organization with an enabled Amazon Web Services integration prevents that account’s users from using the integrated service. Vercel requires integrations associated with a transferred project to be added again after transfer.
For a payment account sold with the business, Stripe requires the existing owner to contact Stripe Support first to confirm which information needs updating.
Sources for this answer
AWS states that the owner of an account leaving an organization becomes responsible for all new costs from the moment it leaves.
At the moment the account successfully leaves the organization, the owner of the AWS account becomes responsible for all new AWS costs accrued, and the account's payment method is used.
See Considerations; accessed October 3, 2026
AWS states that users in an account removed from an organization with an AWS service integration enabled can no longer use that service.
If you remove an account from an organization that has integration with an AWS service enabled, the users in that account can no longer use that service.
See Considerations; accessed October 3, 2026
Vercel requires a valid payment method on the target team before a project is transferred to it.
If the target Vercel team does not have a valid payment method, you must add one before transferring your project to avoid any interruption in service.
See Transfer steps; accessed October 3, 2026
Google Play requires the target account to have an active payments profile when paid apps or apps with in-app products are transferred.
If you're transferring paid apps or apps with in-app products, your target account needs to have an active payments profile.
See Additional requirements for select apps; accessed October 3, 2026
Vercel states that integrations associated with a project must be added again after the transfer.
Integrations: Those associated with your project must be added again after the transfer is complete.
See What is not transferred?; accessed October 3, 2026
Stripe tells an account owner transferring the account because of a business sale to contact Stripe Support first to confirm which information needs updating.
If you are the existing owner of a Stripe account and you want to transfer ownership of your account to someone else, such as in the case of selling your business or having been acquired, you will first need to reach out to Stripe Support to confirm which information updates need to be made.
See Support article; accessed October 3, 2026
How can a seller let a buyer review the code during diligence without handing it over?
A seller can give a prospective buyer GitHub’s Read role on a private organization repository and remove that access if the deal fails, although removal does not erase copies the buyer already downloaded.
GitHub describes Read as its least-access organization repository role, intended for people who want to view or discuss a project.
Removal has limits: GitHub states that removed collaborators retain local copies and that the repository owner is responsible for ensuring that people who lose access delete confidential information. Acquire.com’s confidentiality terms require recipients to use evaluation materials only to assess a possible transaction and keep them confidential, with limited disclosure to representatives who need them for that purpose.
A shared access key can outlast account removal: GitHub warns that anyone holding the private part of a deploy key retains its permitted read or write access even after removal from the organization.
Review access also differs from final delivery: Apple makes the transferor responsible for exchanging the actual code and build materials and explaining the app’s capabilities and App Store configuration.
Sources for this answer
GitHub describes the Read role, the least-access repository role, as recommended for non-code contributors who want to view or discuss a project.
You can give organization members, outside collaborators, and teams of people different levels of access to repositories owned by an organization by assigning them to roles. Choose the role that best fits each person or team's function in your project without giving people more access to the project than they need. From least access to most access, the roles for an organization repository are: - Read: Recommended for non-code contributors who want to view or discuss your project
See Repository roles; accessed October 3, 2026
GitHub states that the repository owner is responsible for ensuring that people who lose access delete confidential information and that a removed collaborator keeps any local clones.
You are responsible for ensuring that people who have lost access to a repository delete any confidential information or intellectual property. While forks of private repositories are deleted when a collaborator is removed, the person will still retain any local clones of your repository.
See Warning; accessed October 3, 2026
Acquire.com's terms require a recipient of evaluation material to use it solely to evaluate a possible transaction and to keep it confidential, subject to disclosure to representatives who need to know.
Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient’s Representatives who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction.
See § 3.2.2; accessed October 3, 2026
GitHub warns that anyone with the private key for a repository's deploy key can read from or write to the repository even after being removed from the organization.
When someone adds a deploy key to a repository, any user who has the private key can read from or write to the repository (depending on the key settings), even if they're later removed from the organization.
See Warning; accessed October 3, 2026
Apple states that the transferor is responsible for exchanging the code set and build assets directly with the recipient and for telling the recipient about capabilities and App Store configuration added to the app.
The transferor is responsible for exchanging the actual code set and building assets directly with the recipient. Be sure to inform the recipient about any capabilities or App Store configuration added to the app, such as keychain sharing, Game Center, or push notifications, so these are maintained in future updates.
See What happens during and after an app transfer; accessed October 3, 2026
If a seller cleaned up the code for the sale, does it need to tell the buyer the live app is different?
A seller that warrants the accuracy of the details it supplied for the sale is safer telling the buyer that the delivered code differs from the version users run, because the store listing and the code transfer separately.
Apple allows the live app to remain available during transfer with its reviews, ratings and bundle ID. The seller separately exchanges the actual code and build materials and informs the buyer about capabilities and App Store configuration. Apple also directs the buyer to review the previous owner’s privacy disclosures when accepting the transfer, which is one reason buyers review the live app as well as the repository.
One filed marketplace-brokered agreement required the seller to maintain the asset as it had operated before sale and avoid actions outside normal business practices during migration.
In ABRY Partners V, L.P. v. F & W Acquisition LLC, the Delaware Court of Chancery held that a contractual cap cannot restrict the buyer’s remedy for a seller’s intentional misrepresentation of a fact stated in the contract, which matters when the agreement describes the code being delivered.
Sources for this answer
The Jeffs Brands agreement had the seller warrant that it truthfully and accurately provided the broker details of the asset's revenue, profit, expenses, pageviews and work required, and qualified its litigation warranty by the seller's knowledge.
(e) Seller has truthfully and accurately provided details relating to the Asset to Broker including, but not limited to, details regarding revenue, profit, expenses, pageviews, work required per week, creation date, and use of a private blog network, if any; (f) There are no bankruptcy or reorganization proceedings currently filed against Seller that would impede its ability to complete this Agreement; and, (g) To the best of the Seller’s knowledge, there is no lawsuit or pending charge against the Asset.
See ¶12(e)–(g)
Apple states that the transferor is responsible for exchanging the code set and build assets directly with the recipient and for telling the recipient about capabilities and App Store configuration added to the app.
The transferor is responsible for exchanging the actual code set and building assets directly with the recipient. Be sure to inform the recipient about any capabilities or App Store configuration added to the app, such as keychain sharing, Game Center, or push notifications, so these are maintained in future updates.
See What happens during and after an app transfer; accessed October 3, 2026
Apple states that an app can be transferred while it stays available on the App Store and that it keeps its reviews, ratings and bundle ID, with users continuing to receive updates.
You can transfer your app while keeping it available for download on the App Store. During and after the transfer, the app retains its reviews and ratings, and users continue to receive updates. When an app is transferred it maintains its Bundle ID, which can’t be changed once a build has been uploaded for the app.
See Overview; accessed October 3, 2026
Apple has the recipient review the previous owner's app privacy disclosures when accepting a transfer and complete the App privacy section before submitting a new version if they are deleted or were never given.
In the App privacy section, if the previous owner already disclosed what data the app collects and how it may be used, review the privacy details they entered by clicking View Existing Details. If you choose to delete the existing responses or if the previous owner of the app didn’t disclose what data the app collects and how it may be used, complete the App privacy section before submitting a new app version.
See Accept an app transfer, step 6; accessed October 3, 2026
The Jeffs Brands agreement required the seller to maintain the asset as it was leading up to the sale and to take no actions outside normal business practices through the migration.
(a) Seller agrees to maintain the Asset, as it was leading up to sale, through the Completed Migration to the best of its ability. This includes, but is not limited to, maintaining third party links on its website and other websites and any marketing, advertising, or other referral source, if applicable. Seller shall take no active action to remove any third-party links; (b) Seller agrees to maintain accurate and up-to-date Asset records that it compiles throughout its normal course of business through the Completed Migration, and deliver any and all Asset records to Buyer prior to the Completed Migration; and, (c) Seller agrees not to take any actions in relation to the Asset outside of normal business practices throughout the Migration Process.
See ¶13(a)–(c)
The Delaware Court of Chancery held that public policy does not permit a contract to limit a buyer to a capped damages claim when the seller intentionally misrepresented a fact embodied in the contract.
For these reasons, when a seller intentionally misrepresents a fact embodied in a contract — that is, when a seller lies — public policy will not permit a contractual provision to limit the remedy of the buyer to a capped damage claim. Rather, the buyer is free to press a claim for rescission or for full compensatory damages.
See ABRY Partners V, L.P. v. F & W Acquisition LLC, 891 A.2d 1032 (Del. Ch. 2006).
What should a seller check when the buyer wants a full asset purchase agreement on top of the marketplace's form?
A seller asked to sign a full asset purchase agreement on top of a marketplace’s form can check which document controls a conflict and whether one promise could be enforced twice under different limits, because filed agreements claim priority over other documents or supersede earlier ones.
One filed agreement made its provisions control over any conflicting document, while a marketplace-brokered agreement declared itself the entire agreement and superseded earlier written or oral agreements.
Escrow.com’s General Escrow Instructions claim priority over conflicting agreements and state that terms absent from the escrow instructions do not bind Escrow.com. Changes require execution by every party, including Escrow.com, which retains the right to reject them.
One filed agreement applied an 18-month survival period to representations across the agreement, other transaction documents and closing certificates, with longer survival for fundamental representations. It capped the seller’s specified representation liability at the escrow amount and made the seller pay only losses exceeding a $50,000 threshold, called a basket. Where the seller’s promises appear in both the marketplace form and the full agreement, survival and cap terms that reach every transaction document, as that agreement’s survival clause did, keep the same promise from carrying two different limits.
Related questions address Can the buyer and seller use their own purchase agreement or an addendum when a marketplace runs the sale? and the buyer’s standard-form question.
Sources for this answer
The Sitestar agreement provided that its own provisions control over any other document in a conflict.
If there is a conflict between the terms, conditions, representations, warranties and covenants contained in this Agreement and any other document, then the provisions in this Agreement shall control.
See §11.7; agreement dated Feb. 28, 2007
The Jeffs Brands agreement stated that it was the parties' entire agreement and superseded any prior written or oral agreement.
(l) Entire Agreement. This Agreement is the entire agreement between the Parties. This Agreement supersedes any prior written or oral agreement between the Parties.
See ¶22(l)
Escrow.com's General Escrow Instructions state that they control over conflicting agreements between the parties and that an agreement not reflected in the escrow instructions does not bind Escrow.com.
In case of conflict between any of the terms of these General Escrow Instructions and our Terms of Using the Escrow Platform, or any of the agreements and any other agreements between any of the parties to a transaction, these General Escrow Instructions shall control. Any agreement between Buyer and Seller (and Broker when applicable) that is not reflected in either the Transaction Escrow Instructions, or these General Escrow Instructions, in no way bind Escrow.com or any of the Escrow.com affiliates.
See § 23; accessed October 3, 2026
Escrow.com's General Escrow Instructions require every party, including Escrow.com, to execute any change to the agreed transaction terms, and reserve Escrow.com's right to reject such a change.
Should it become necessary to add a supplemental instruction(s), or to make any addition to, deletion from, or alteration to the Transaction Detail Screens, all parties (Buyer, Seller, Escrow.com and Broker when applicable) must execute (by digital signature or by a method mutually agreed upon by both parties) any supplemental instruction, addition, deletion or alteration thereto (collectively the "Supplemental Escrow Instruction(s)). Escrow.com reserves the right to reject any Supplemental Escrow Instructions and to terminate the Transaction as provided herein.
See § 1; accessed October 3, 2026
The Luna agreement applied one survival period to the representations in the agreement, the other transaction documents and closing certificates, with longer survival for fundamental representations.
Subject to the limitations and other provisions of this Agreement, the representations and warranties contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by pursuant to this Agreement shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date; provided, that the Seller Fundamental Representations and the Buyer Fundamental Representations shall survive the Closing for the duration of the applicable statutes of limitation.
See §11.1
The Luna agreement capped the seller's representation liability at the escrow amount.
The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 11.2(a) shall not exceed the Escrow Amount.
See §11.4(a)
The Luna agreement made the seller liable for representation losses only after they exceeded a $50,000 basket, and then only for the excess.
(a) Seller shall not be liable to the Buyer Indemnified Parties for indemnification under Section 11.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 11.2(a) exceeds $50,000 (the “Basket”), in which event Seller shall only be required to pay or be liable for Losses in excess of the Basket.
See §11.4(a)
Should a seller hand over the code, passwords and the app before or after the escrow money is released?
Escrow.com’s instructions for a sale in which a broker is a party place transfer after the buyer’s funds are secured and verified but before payment to the seller, which follows acceptance or expiry of the inspection period.
Under its General Escrow Instructions, confirmed receipt by the buyer starts the inspection period. For domain names, the seller must provide the username, password or authorization code needed for access before funds are released.
If the buyer rejects the property, it must return the property before receiving a refund, and failure to return it within the specified period causes payment to the seller. Apple states that a completed app transfer removes the app from the seller’s App Store Connect account.
A negotiated sequence can distinguish inspection readiness from final transfer: one filed marketplace-brokered agreement treated migration as completed when enough assets had moved for the buyer to assess revenue and allowed remaining assets to move afterward.
Sources for this answer
Escrow.com's General Escrow Instructions state that, once it secures and verifies the buyer's funds, it instructs the seller to transfer the merchandise, that the inspection period begins when the buyer's receipt is confirmed, and that it disburses funds on the buyer's acceptance or when the inspection period expires.
After Escrow.com secures and verifies funds, Escrow.com will instruct the Seller to transfer the merchandise to the Buyer. When the Buyer or Escrow.com has confirmed the Buyer’s receipt of the merchandise, the Inspection Period shall begin. Upon the Buyer’s acceptance or the Inspection Period expiring, Escrow.com will disburse funds to the Seller and the Broker per the Escrow Agreement.
See § 9; accessed October 3, 2026
Escrow.com's General Escrow Instructions require a seller of a domain name to give the buyer the username, password or authorization code needed to access the domain before funds are released.
Seller agrees to provide the username and password and/or authorization code, if any, necessary to access the Domain Name to Buyer prior to the release of funds.
See § 2; accessed October 3, 2026
Escrow.com's General Escrow Instructions require rejected property to be returned to the seller before funds are returned to the buyer, and pay the seller if the buyer does not return it in time.
Buyer is aware that regardless of the reason for rejection, Escrowed Property must be returned to the Seller in order for funds to be returned to the Buyer. Shipping costs for returned Escrowed Property must be arranged and completed within ten (10) days of Buyer's rejection. Failure of Buyer to return the Escrowed Property within the specified time period will cause Escrow.com to automatically pay the Seller the purchase price.
See § 5; accessed October 3, 2026
Apple states that both Account Holders are notified when a transfer completes and that the app then no longer appears in the transferor's App Store Connect account.
When the transfer is complete, both Account Holders are notified and the app no longer appears in the transferor’s App Store Connect account.
See Accept an app transfer; accessed October 3, 2026
The Jeffs Brands agreement defined the completed migration by reference to the buyer's ability to assess revenue during inspection and anticipated that some assets could transfer afterward.
(b) The Migration Process is complete when the Buyer or the Broker, in its sole discretion and in good faith, determines that a sufficient portion of the Assets have been transferred to Buyer such that Buyer can fairly assess the associated revenue during the Inspection Period (“Completed Migration”). It is possible that some portion of the Assets will continue to be transferred to Buyer after the Completed Migration.
See Migration Process, paragraph (b)
What does a seller actually do to transfer the app, the payment account and the code repository?
Each asset moves through its own provider’s process, and Apple, GitHub (for a transfer to another personal account) and Google Play each wait for the receiving side to accept or approve before the transfer completes.
| Asset | What the seller does | What the buyer must do or accept | Timing note |
|---|---|---|---|
| App Store app | Backs up all information about the app first, because the app is removed from the seller’s account after transfer. For automatically renewing subscriptions, generates and shares an app-specific secret before initiating transfer. | Accepts within 60 days of initiation. | Completion after acceptance can take up to two business days. |
| Google Play app | Submits from an active, registered account; reports do not transfer, and Google suggests downloading needed reports. | Has an active, registered account and reviews and approves the request. | Support reviews and replies within two business days. |
| GitHub repository | Transfers ownership and is then added back as a collaborator; the purchase agreement can require that access to be removed once the buyer has control. | Can administer the transferred repository immediately. | An invitation to another personal account expires without acceptance within one day. |
| Vercel hosting project | Transfers as an owner of the sending team. | Adds the person making the transfer as a member of the receiving team. | Both roles must be in place before the transfer starts. |
| Stripe payment account | Contacts Stripe Support to confirm required information changes. | Holds the Administrator or Super Administrator role so that ownership can pass to the buyer. | Support contact comes first for a business-sale transfer. |
| Domain name | Provides the access username, password or authorization code. | Receives the credentials needed for access. | Delivery precedes escrow release. |
Related questions cover domain transfer, handover timing and What must be ready before an Apple app can transfer?.
Sources for this answer
Apple requires the recipient to accept an app transfer within 60 days of its initiation.
You must accept the transfer within 60 days of its initiation.
See Accept an app transfer; accessed October 3, 2026
GitHub states that a repository transfer to another personal account expires if the new owner does not accept it within one day.
When you transfer a repository that you own to another personal account, the new owner will receive a confirmation email. The confirmation email includes instructions for accepting the transfer. If the new owner doesn't accept the transfer within one day, the invitation will expire.
See Prerequisites for repository transfers; accessed October 3, 2026
Google Play states that a transfer request goes to the target developer for review and approval and that its support team replies to transfer requests within two business days.
This request will then be received by the target developer for review and approval. Finally, our support team reviews and replies to transfer requests within 2 business days.
See Submit your transfer request; accessed October 3, 2026
Apple tells the transferor of an app that offers auto-renewable subscriptions to generate an app-specific shared secret and share it with the recipient before initiating the transfer.
Before initiating a transfer for an app that offers auto-renewable subscriptions, generate an app-specific shared secret. Then, share the code with the user of the developer account you're transferring the app to. After sharing the code, initiate the app transfer.
See Apps using auto-renewable subscriptions; accessed October 3, 2026
Apple states that an accepted app transfer can take up to two business days to complete, during which the app status is Processing App Transfer.
It can take up to two business days for the app transfer to complete, during which the app status is Processing App Transfer.
See Accept an app transfer; accessed October 3, 2026
Google Play requires both the original and the target developer accounts to be registered and active before a transfer request can be submitted.
Before you can submit a transfer request from your original account to a different account (known as your target account), both Google Play developer accounts need to be registered and active.
See Get your app ready to transfer; accessed October 3, 2026
Google Play states that bulk export, payout and earnings reports do not transfer with an app and suggests downloading any reports needed later.
Your bulk export reports, payout reports, and earnings reports won't transfer with the app, so you may want to download any reports you'll need later. New versions of these reports will be created once the app transfers to a new account.
See Get your app ready to transfer; accessed October 3, 2026
GitHub states that the original owner of a transferred repository is added as a collaborator and that other collaborators remain.
The original owner of the repository is added as a collaborator on the transferred repository. Other collaborators to the transferred repository remain intact.
See Prerequisites for repository transfers; accessed October 3, 2026
GitHub states that the new owner of a transferred repository can immediately administer its contents, issues, pull requests, releases, projects and settings.
When you transfer a repository to a new owner, they can immediately administer the repository's contents, issues, pull requests, releases, projects, and settings.
See About repository transfers; accessed October 3, 2026
Vercel requires the person transferring a project to be an owner of the team it leaves and a member of the team it joins.
You must be an owner of the team you're transferring from, and a member of the team you're transferring to.
See Transferring a project; accessed October 3, 2026
Stripe tells an account owner transferring the account because of a business sale to contact Stripe Support first to confirm which information needs updating.
If you are the existing owner of a Stripe account and you want to transfer ownership of your account to someone else, such as in the case of selling your business or having been acquired, you will first need to reach out to Stripe Support to confirm which information updates need to be made.
See Support article; accessed October 3, 2026
Stripe states that an account owner can transfer ownership to a user with the Administrator or Super Administrator role.
Owners can transfer ownership to user's with the Administrator or Super Administrator role.
See How to transfer account ownership; accessed October 3, 2026
Escrow.com's General Escrow Instructions require a seller of a domain name to give the buyer the username, password or authorization code needed to access the domain before funds are released.
Seller agrees to provide the username and password and/or authorization code, if any, necessary to access the Domain Name to Buyer prior to the release of funds.
See § 2; accessed October 3, 2026
Apple advises the transferor to back up all information about the app because the app is removed from its account after transfer.
Because an app is removed from your account after an app transfer, you should back up all information about the app for your records.
See Note; accessed October 4, 2026
Why might a seller need to keep the old app project running after closing, and who pays during that period?
Copies of the app already on users’ devices can keep relying on the seller’s set-up until the buyer ships an update, so the agreement can give the seller’s continued support a defined end, as one filed agreement did with a transition period of at most 90 days.
Apple states that keychain sharing continues only until the app is updated. Push-notification certificates remain valid until expiry, after which the recipient team needs a new certificate.
An Apple Pay merchant identifier does not transfer with the app, although transactions continue while the original certificates remain valid, and the buyer needs a new identifier for its first update. For hosting moves, Google advises shutting down the old infrastructure only when all users receive content correctly from the new infrastructure and nobody uses the old one.
One filed agreement limited assistance with customer-account transfers and billing to a transition period no longer than 90 days. Costs follow the account: Amazon Web Services makes an account’s owner responsible for new costs once the account leaves an organization, so a service that stays in the seller’s account during that period bills the seller unless the agreement shifts the cost.
Sources for this answer
Apple states that keychain sharing in a transferred app keeps working only until the app is updated.
Keychain sharing continues to work only until the app is updated. Therefore, you must rebuild the keychain when submitting updates.
See Apps using keychain sharing; accessed October 3, 2026
Apple states that an Apple Pay merchant ID does not transfer with an app, that transactions keep working while the original certificates are valid, and that the recipient needs a new merchant ID for its first update.
If you transfer an app that uses Apple Pay, the merchant ID isn't transferred along with the app. Transactions continue to be successful as long as the original certificates are valid. However, when you submit an update, a new merchant ID must be created on the recipient’s account.
See Apps using Apple Pay; accessed October 3, 2026
The Sitestar agreement limited seller assistance with transferring and billing customer accounts to a transition period not exceeding 90 days.
During the transition period, which shall not exceed 90 days, Seller shall provide to Buyer such assistance as is reasonably required to provide for the transfer of customer accounts and the billing of such accounts.
See §2.4; agreement dated Feb. 28, 2007
Apple states that push-notification certificates remain valid until they expire, after which the recipient team must generate a new certificate to keep signing pushes.
The recipients APNs certificates remain valid until their expiration date. After that, the recipient team must generate a new APNs certificate to continue signing pushes.
See Apps using push notifications; accessed October 3, 2026
Google advises shutting down the old hosting only when all users, including Googlebot, are served by the new infrastructure and no one uses the old one.
Shut down the old hosting infrastructure when you're confident that all users, including Googlebot, are receiving content correctly from the new infrastructure and no one is using the old infrastructure.
See Overview; accessed October 3, 2026
AWS states that the owner of an account leaving an organization becomes responsible for all new costs from the moment it leaves.
At the moment the account successfully leaves the organization, the owner of the AWS account becomes responsible for all new AWS costs accrued, and the account's payment method is used.
See Considerations; accessed October 3, 2026
How can a seller limit its exposure after the sale, including for refunds it no longer controls?
A purchase agreement can limit specified seller liability through a loss threshold, a cap and a survival period, as one filed agreement did for representation claims.
That agreement made the seller liable only for representation losses exceeding $50,000 and capped that liability at the escrow amount, terms explained further in recovery for inaccurate representations. Most representations survived for 18 months after closing, while fundamental representations survived for the applicable statutory limitation periods.
One filed marketplace-brokered agreement allocated responsibility for operating liabilities to the seller before completed migration and the buyer afterward.
Google Play keeps pre-transfer orders in the original account, from which refunds can be issued. Apple leaves the seller access to pre-transfer sales and payment information but excludes later transactions. Both stores split orders and sales data at the date the app transfers, so a refund term tied to orders placed before the app transfer matches what the seller can still see and act on.
Limits have exceptions: Delaware’s ABRY Partners V, L.P. v. F & W Acquisition LLC bars a capped remedy for intentional misrepresentation of a fact stated in the contract. California Civil Code section 1668 treats contracts exempting a person from responsibility for that person’s own fraud as contrary to public policy.
Sources for this answer
The Luna agreement made the seller liable for representation losses only after they exceeded a $50,000 basket, and then only for the excess.
(a) Seller shall not be liable to the Buyer Indemnified Parties for indemnification under Section 11.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 11.2(a) exceeds $50,000 (the “Basket”), in which event Seller shall only be required to pay or be liable for Losses in excess of the Basket.
See §11.4(a)
The Luna agreement capped the seller's representation liability at the escrow amount.
The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 11.2(a) shall not exceed the Escrow Amount.
See §11.4(a)
The Luna agreement applied one survival period to the representations in the agreement, the other transaction documents and closing certificates, with longer survival for fundamental representations.
Subject to the limitations and other provisions of this Agreement, the representations and warranties contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by pursuant to this Agreement shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date; provided, that the Seller Fundamental Representations and the Buyer Fundamental Representations shall survive the Closing for the duration of the applicable statutes of limitation.
See §11.1
The Jeffs Brands agreement made the buyer indemnify the seller for the buyer's operation of the assets after the completed migration and the seller indemnify the buyer for the seller's operation before it.
(a) Buyer agrees to indemnify Seller from all liabilities arising out of Buyer’s operation of the Assets after the Completed Migration; (b) Seller agrees to indemnify Buyer from all liabilities arising out of Seller’s operation of the Asset prior to the Completed Migration; and, (c) The Parties agree to indemnify Broker from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorney’s fees, arising out of or related to this Agreement, including but not limited to the Buyer or Seller’s breach of any provision of this Agreement.
See ¶19(a)–(c)
Google Play states that an app's users, statistics, data, ratings and subscriptions transfer with it, while orders created before the transfer stay in the original account and must be refunded from there or through its API.
All users, statistics, data, comments, ratings, subscriptions, and others that are related to the app are also transferred. - Orders that are created before the app is transferred will remain in the original account. If you need to refund these orders, you must go back to the original account or use Google Play Developer API.
See What will be transferred with the app; accessed October 3, 2026
Apple states that after a transfer the transferor keeps access to sales and payment information from before the transfer and the recipient receives that information only for transactions after it.
If you transfer your app, you’ll continue to have access to information for payments and sales that occurred prior to the transfer. However, after the transfer, you won’t have access to information regarding sales and payments that take place afterward. The recipient of the transferred app will only receive payment and sales information for transactions that occurred after the transfer.
See Data for Sales and Trends and Payments and Financial Reports; accessed October 3, 2026
The Delaware Court of Chancery held that public policy does not permit a contract to limit a buyer to a capped damages claim when the seller intentionally misrepresented a fact embodied in the contract.
For these reasons, when a seller intentionally misrepresents a fact embodied in a contract — that is, when a seller lies — public policy will not permit a contractual provision to limit the remedy of the buyer to a capped damage claim. Rather, the buyer is free to press a claim for rescission or for full compensatory damages.
See ABRY Partners V, L.P. v. F & W Acquisition LLC, 891 A.2d 1032 (Del. Ch. 2006).
California Civil Code § 1668 makes contracts whose object is to exempt anyone from responsibility for that person's own fraud against the policy of the law.
All contracts which have for their object, directly or indirectly, to exempt any one from responsibility for his own fraud, or willful injury to the person or property of another, or violation of law, whether willful or negligent, are against the policy of the law.
See Cal. Civ. Code § 1668.