This document is an electronic record in terms of the Information Technology
Act, 2000 and the rules framed thereunder. This electronic record is generated
by a computer system and does not require any physical or digital signatures.
This
document is published in accordance with the provisions of Rule 3 (1) of the
Information Technology (Intermediaries Guidelines) Rules, 2011 that require
publishing the rules and regulations, privacy policy and Terms of Use for
access or usage of the https://www. mergerdomo.com website.
MERGERDOMO (hereinafter
referred to as "We", "Us", "MERGERDOMO" or "Our" which expression will mean and
include its affiliates, success or sand permitted assigns).Your use of the
website is subject to the notices, terms and conditions set forth in these
Terms of Use. Your use of the website is governed by the following terms and
conditions ("Terms of Use") as applicable to the website including
the applicable policies which are incorporated herein by way of reference. You
acknowledge and agree that you will be subject to the policies that are
applicable to the website and by mere use of the website, you will be
contracting with MERGERDOMO and these terms and conditions including the
policies constitute your binding obligations, with MERGERDOMO.
By mere use of the
website, you agree to be subject to the applicable rules, guidelines, policies,
terms, and conditions and the same will be deemed to be incorporated into this
Terms of Use and be considered as part and parcel of this Terms of Use. We reserve
the right, at Our sole discretion, to change, modify, add or remove portions of
these Terms of Use, at any time without any prior written notice to you. It is
your responsibility to review these Terms of Use periodically for
updates/changes. Your continued use of the website following the posting of
changes will mean that you accept and agree to the revisions. As long as you
comply with these Terms of Use, we grant you a personal, non-exclusive,
non-transferable, limited privilege to enter and use the website.
ACCESSING,
BROWSING OR OTHERWISE USING THE WEBSITE INDICATES YOUR ACCEPTANCE OF ALL THE
TERMS AND CONDITIONS IN THESE TERMS OF USE. PLEASE READ THESE TERMS OF USE
CAREFULLY BEFORE PROCEEDING. YOU DECLARE YOUR WILLINGNESS TO ABIDE AND BE BOUND
BY THESE TERMS OF USE THROUGH YOUR USE OF THE WEBSITE. IF YOU DO NOT AGREE WITH
THE TERMS OF USE, PLEASE DO NOT USE THIS WEBSITE. These Terms of Use
will be effective immediately upon Your acceptance of Our terms and conditions,
your use of our Website being indicative of such acceptance. These Terms of Use
will be enforceable against You in the same manner as any other written
agreement.
· Our website has
been designed to connect buyers/investors/fund seekers and seller businesses
through the process of automated searching, short-listing and contacting
prospects.
· You should contact
a party on the website only if you have a genuine interest in the offering
advertised on the website by the party and should not contact the person for
any other purpose.
· Profile
advertisement details/ portfolios and other materials posted on our site are
not intended to amount to any form of investment advice from Us. We are not a
broker or the agent of any user, and We do not partake in any kind of negotiations
or discussions between the users.
· MERGERDOMO is not
regulated by any regulatory body and you are strictly prohibited from offering
any form of public securities, shares, bonds, or anything similar via this
website.
· We do not provide any
representation or warranty as to the completeness or accuracy of any
information listed on the website.
· You are responsible
for verifying all listed details, taking appropriate safety measures and
conducting your own due diligence before transacting with any other user from
the website. Your use of this website is at your own risk and you assume full
responsibility and risk of loss resulting from the use of thereof.
· If you have a
dispute with one or more other users of our website, you release Us from
claims, demands and damages (actual and consequential) of every kind and
nature, known and unknown, arising out of or in any way connected with such
disputes.
· We will not be
liable for any direct, special, indirect, incidental, consequential or punitive
damages or any other damages whatsoever, whether in an action of contract,
statute, tort (including, without limitation, negligence) or otherwise,
relating to the use of this website.
· Any
advertisements/profiles on the website do not constitute a binding offer so
that acceptance by the user can bind the party advertising on the website.
· Certain links in
the website lead to resources maintained by third parties over whom We have no
control and make no representations or warranties as to the accuracy of, or any
other aspect relating to, those resources.
· We store and use
personal information collected from visitors to the website in accordance with
the Privacy Policy provided on the website.
· Any program,
publication, design, product, process, software, technology, information,
know-how, or idea described in this website may be the subject of other rights,
including other intellectual property rights, which are owned by Us or other
interested parties and are not licensed to you hereunder.
· As a condition of
your use of this website, you agree not to upload or post any material that
infringes the copyright, trademark or other intellectual property rights of any
third party.
· We reserve the
right to edit or delete or suspend any advertised profile or user or a post(s),
if We, in our opinion, believe such steps will improve the quality of the
website. We have no responsibility or liability for the deletion or failure to
store any content maintained or transmitted by the website or the service. Once
a profile has been activated, while users can update their profile with new
information, changing the profile/posts materially in such a way that it
represents a different business, is not allowed.
· You hereby agree to
indemnify Us (who will have no duty to mitigate the loss) in full and on-demand
and keep it so indemnified against all claims, demands, actions, proceedings
and all direct and indirect damages, losses, costs and expenses (including
without limitation legal and other professional advisers' fees, economic loss,
loss of profit, future revenue, reputation, goodwill, anticipated savings) and
any consequential loss made against or incurred or suffered by Us and whether
wholly or in part resulting directly or indirectly from any claim that the
content of any material uploaded or posted onto this website infringes the
copyright, trademark or other intellectual property rights of any third party.
· We are not liable
for any infringement of intellectual property rights arising out of materials
posted on or transmitted through the site, or items advertised on the site, by
end-users or any other third parties. If you believe that the content of any
material uploaded or posted onto this website infringes your intellectual
property rights, please notify us over email so we may take corrective
measures. You agree that any and all material displayed on the website is
solely for your personal use and you will not, whether directly or indirectly,
copy, reproduce, republish, post, upload, transmit or distribute such material
in any manner and through any media including by way of e-mail or other
electronic means and you will not assist any other person in doing so.
Modification of the said materials or use of the materials on any other website
or networked computer environment or use of the materials for any purpose other
than personal use is a violation of the said copyrights, trademarks and other
intellectual proprietary rights, and is expressly prohibited. We are not liable
to monitor or enforce any intellectual property rights that may be associated
with the content provided by you on the platform.
· We are committed to
protecting your privacy and security. By entering into these Terms of Use, you
represent that you have read, understood and agree to our Privacy Policy
provided in the website.
· You agree that
these Terms of Use do not entitle you to any support, upgrades, updates,
add-ons, patches, enhancements, or fixes for the website (Updates). We may,
however, occasionally provide automatic Updates to the platform at Our sole
discretion (and without any advanced notification to you). Any such Updates
will become part of the services and subject to these Terms of Use.
· We reserve the
right at any time and from time to time, in Our sole discretion, to modify the
content on the website or any part thereof, including the transmission of any
related materials or documentation, with or without providing prior notice to
you. We further reserve the right at any time and from time to time, at its
sole discretion, to alter, modify or terminate any content or features
contained on the website without providing to you prior notice of such alteration,
modification or termination. You agree that We will not be liable to you or to
any third party claiming through you, for any modification of the content or
features provided on the website.
· We use internally
developed systems for providing you access to and facilitating your use of the
website. These systems may encounter technical or other limitations, and
computer and communications hardware systems might experience interruptions.
Further, We continually enhance and improve these systems in order to
accommodate the level of use of the website. Increased utilization of the
website or providing new features or functionality may cause unanticipated
system disruptions, slower response times, degradation in levels of customer
service, and delays in reporting accurate financial information. You agree that
We will not be liable to you or to any third party claiming through you, for
any such failures contemplated herein.
· The website may
contain link/s to various other websites. These links are provided solely for
your convenience and benefit. Wherever such link/s lead to websites that are
not owned by or belong to Us, we will not be responsible for the content,
products and services provided on such linked sites. We do not warrant or make
any representations regarding the correctness or accuracy of the content on
such websites. If you decide to access such linked websites, you do so at your
own risk. We do not in any way endorse the linked websites.
· You are prohibited
from violating or attempting to violate the security of the website, including,
without limitation: (a) accessing data not intended for you or logging into an
account which you are not authorized to access; (b) attempting to probe, scan
or test the vulnerability of a system or network or to breach security or
authentication measures without proper authorization; or attempting to
interfere with service to any user, host, or network. You will not misuse this
website by knowingly introducing viruses, trojans, worms, logic bombs or other
materials that are malicious or technologically harmful (together
"Viruses"). You must not attempt to gain unauthorized access to our
website, the server on which the website is stored or any server, computer or
database connected to this website. You must not attack this website via a
denial-of-service attack. By breaching the provisions of this Clause, you may
be liable to be prosecuted under the Information Technology Act, 2000 and any
other applicable law. We will report any such breach to the relevant law
enforcement authorities and we will co-operate with such authorities by
disclosing Your identity to them. In the event of such a breach, your rights to
use this website will cease immediately
· We will not be
liable for any loss or damage caused by a denial-of-service attack or Viruses
that may infect your computer equipment, computer programs, data or other
proprietary material due to your use of this website or to your downloading of
any material posted on it, or on any website linked to it.
· You agree to
immediately report to Us all incidents involving suspected or actual
unauthorized access, disclosure, alteration, loss, damage, or destruction of
data.
· All electronic
communications and content presented and /or passed to Us, including that
presented and /or passed from remote access connections, may be monitored,
examined, saved, read, transcribed, stored, or retransmitted in the course of
daily operations by any of Our duly authorized employee or agent in the
exercise of their duties, or by law enforcement authorities who may be
assisting Us in investigating possible contravention / non-compliance with
applicable law. Electronic communications and content may be examined by
automated means.
· In the event it is
determined by Us that you have violated any of these Terms of Use, We will have
the right, at Our sole discretion, to suspend your use of and prohibit access
to any or all features/parts of the website forthwith. Any such suspension or
termination of access to the website may be effected by Us without providing
you with prior written notice in this regard. Upon such termination of access
to the website, these Terms of Use, as applicable to you, will be deemed to
have been terminated.
· You acknowledge and
agree that, upon termination, you will immediately destroy any copies made of
any portion of the content contained on the website. You acknowledge and agree
that We will not be liable to you or any third-party claiming through you, for
any suspension or termination of access to the website.
· We hereby expressly
disclaim all warranties and representations of any kind with respect to any and
all content and features available on the website, including but not limited to
(a) warranties as to the merchantability or use for a particular purpose
whether or not We know or has reason to know or has been advised of any such
purpose or (b) warranties as to any results to be obtained from any use of the
content or information derived from use of the website.
· We will have no
liability for any losses, direct or indirect, in contract, tort, or otherwise,
incurred in connection with Our content on the website, including but not
limited to loss of revenue or profit or any other commercial or economic loss
or for any decision made or action taken by any third party in reliance upon
the content on the website.
· We are not
regulated by any regulatory body and you are strictly prohibited from offering
any form of public securities, shares, bonds, or anything similar via this
website.
· If you are
advertising, posting, displaying, uploading or updating deals in the capacity
of a broker, investment banker, agent or any other form of intermediary, you
should have the full authority to advertise, post, displaying, uploading or
update the business/business opportunity on the website from the owner. Finder
Fee, in this case, would be borne by the broker, investment banker, agent or
any other form of intermediary and not by the Client whom you are representing.
· We reserve the
right to decide the index order in which listings are displayed in the website.
· The registered user
agrees to promptly disclose in absolute good faith the correct transaction
value and transaction closure date and other material terms to Us by promptly
sending an email to [email protected] within 2(two) business days of
transaction closure to enable Us to raise an invoice of the 'finder fee'.
·
Finder’s Fee will be applicable as per transaction value.
· Any form of
financial transaction between the registered user and the business listed on
Our website including but not limited to investment, complete buyout, sale of
shares, sale of non- core assets, joint ventures, sale of any assets,
technology licensing is considered as successful transaction for which
MERGERDOMO finder fee would be applicable.
· The transaction
will be deemed closed on the date on which the registered user (or related
parties) and the business listed on Our website sign the final version of the
definitive agreement amongst themselves or on the receipt of any payment
pertaining to the transaction by the business from the registered user (or
related parties), whichever is earlier.
· Failure to disclose
accordingly in good faith within the aforesaid timeframe would entitle Us to be
indemnified to an amount that is not less than 0.50% of the total transaction
value or INR 5,00,000, whichever is higher.
· Consulting/Investment
Banking Fee payable by any one user to another user for use of its services
will be made only through MergerDomo Services Private Limited/ www.mergerdomo.com.
Users are prohibited to make any direct payments (for the next 12 months from
agreeing to these Terms & Conditions) to Consultants/ Investment
Bankers/Lawyers found through our portal and whose services have been used.
· Total transaction value
includes total payments made, committed future payouts, non-cash payments, debt
assumed by an acquirer, and bonus payments to be paid to management.
· The registered user
will use the information received from businesses (or related parties) and Us
only for evaluation of the transaction in question and not for any other
purpose. Further, the registered user will not disclose, directly or
indirectly, any such information received, including contact information, to
any person other than his representatives who are directly participating in the
evaluation of this transaction.
· The registered user
grants permission to Us to publish the successful deal closure on Our website
upon intimating the transaction closure date to it and the publication may be
done for any purposes of trade, advertising, publicity or promotion. The
registered user hereby releases Us from liability resulting from or
attributable to any of the actions authorized in this Clause.
· Refund &
Cancellation Policy
o You can claim a
refund/cancellation by writing at [email protected] within 7 days
of purchase of any of our Subscription Packages. However, if you have used a
Credit (s) then only balance amount will be refunded depending on the package
you have purchased
o Credit (s) given
during any offer or referrals will not be refunded as they are meant for you to
use the platform more frequently and not for any monetary gains.
· These Terms of Use
will be governed by and construed in accordance with the laws of the Republic
of India and subject to the provisions of arbitration set out herein, the
courts at New Delhi, India will have exclusive jurisdiction in relation to any
Disputes (defined below) arising out of or in connection with these Terms of
Use.
·
You will not solicit any new Investor(s) (Secondary) connect
from the Investor (Primary) introduced by us. However, in case you do get
connected to another Investor(s) (Secondary) through our Investor (Primary),
due to any reason, which would be an indirect benefit to you (of using our
marketplace), our Success Fees plus Taxes would be applicable on the Investment
committed by the Secondary Investor in your Company. This would be payable on
the signing of the Termsheet. The clause stands for 24 months.
·
Further you agree, you will do a written introduction of the
Secondary Investor to MergerDomo.
Other Commercial
Association
In case the
investor introduced by the advisor does not invest in the company, however,
helps the company in getting additional business within 18 months of such
introduction or third party service provider or another advisor introduced by
us help the company in getting additional business within 18 months of such
introduction, then the company is liable to pay a commission 10% of revenue
made from such additional business to the advisor. This commission is over and
above anything which company agrees to pay to such investor introduced by the
advisor. If such revenue is recurring in nature then the commission of 10% over
such revenue is payable on each receipt of such revenue for a period of 12
months
Please note that
this commission is not applicable if such investor introduced by the advisor
helps the company in getting additional business after investing funds in the
company in any form.
· Any action, dispute
or difference arising under or relating to this Terms of Use (Dispute) will at
the first instance be resolved through good faith negotiations between the
parties hereto, which negotiations will begin promptly, within 15 (fifteen)
days after a party has delivered to the other party a written request for such
consultation. If the parties are unable to resolve the Dispute in question
within 15 (fifteen) days of the commencement of negotiations, such Dispute will
be referred to and finally resolved by arbitration in accordance with the
Arbitration and Conciliation Act, 1996, as amended from time to time and rules
prescribed thereunder. When any Dispute is under arbitration, except for the
matters under dispute, MERGERDOMO and You will continue to exercise the
remaining respective rights and fulfill the remaining respective obligations
under this Terms of Use.
· The arbitration
will be conducted by a sole arbitrator jointly appointed by Us and You. If
parties fail to appoint an arbitrator within 30 (thirty) days after service of
the notice of arbitration, such arbitrator will be appointed in accordance with
provisions of the Arbitration and Conciliation Act, 1996. The venue of
arbitration will be New Delhi, India.
· The language of the
arbitration proceedings and of all written decisions and correspondence
relating to the arbitration will be English.
· If any term,
provision, covenant or restriction of these Terms of Use is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of these Terms of Use will
remain in full force and effect and will in no way be affected, impaired or
invalidated.
· The rights and
remedies available under this Terms of Use may be exercised as often as
necessary and are cumulative and not exclusive of rights or remedies provided
by law. It may be waived only in writing. Delay in exercising or non-exercise
of any such right or remedy does not constitute a waiver of that right or
remedy, or any other right or remedy.
· These Terms of Use
comprise the full and complete agreement between you and Us with respect to the
use of the website and supersedes and cancels all prior communications,
understandings and agreements between you and Us, whether written or oral,
expressed or implied with respect thereto.
· You hereby,
unconditionally and irrevocably confirm that you have read terms and conditions
and agree to abide by them.
· I accept to pay the
finder's fee (payable post-closure of the transaction) as mentioned in the
table above.