Terms and Conditions

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 to be paid by each party to MergerDomo Services Private Limited as given below.

·        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.