Terms of Use

Welcome to MergerTech (“MERGERTECH”). The use of this website (http://www.mergertech.com/) is subject to the following terms and conditions.

By submitting information to, accessing information from, or using the website in any way (collectively, the “Services”), you are agreeing to the following “Terms of Use.” These Terms of Use are a legal agreement between you (the “Customer”) and MERGERTECH. If you do not agree to these terms, do not submit information to, access information from, or otherwise use the MERGERTECH website.

1. Acceptable Use

MERGERTECH is a site designed for sellers to list businesses for sale and buyers to express interest in and learn more about those businesses. The listing of businesses for sale and the expressions of interest from buyers are not, and shall not be deemed to be, an offer to sell or a solicitation of an offer to buy any securities. MERGERTECH is not involved in the actual transaction between buyers and sellers. For that reason all users of our site agree to be responsible for the legal and regulatory compliance of any transaction they enter into, and MERGERTECH makes no representation or assurance about such compliance. Users of this site are required to provide accurate information about their businesses, but MERGERTECH cannot and does not confirm the accuracy of information provided. MERGERTECH cannot ensure that any transaction will be completed.

Customers are required to provide true and correct information to MERGERTECH, and to maintain and update that information as circumstances require. Such information shall not be false, inaccurate or misleading, infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, or violate any law, statute, ordinance or regulation. Such information also cannot be defamatory, trade libelous, unlawfully threatening or unlawfully harassing, obscene or contain a sexually explicit image, contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, create liability for MERGERTECH or cause MERGERTECH to lose the services of its ISPs or other suppliers, or link directly or indirectly to or include descriptions of goods or services that are prohibited hereunder or you do not have a right to link to or include. MERGERTECH reserves the right to edit, restrict or remove any content a Customer provides for any reason at any time. In addition, MERGERTECH does not control the information provided by other users that is made available through this site.

Customers may copy information from MERGERTECH only as may be necessary for Customers’ own use to view, save, print, fax, or email it. Otherwise, this site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by MERGERTECH. MERGERTECH and its affiliates reserve the right to refuse service, terminate relationships, and/or cancel orders in their discretion, including, without limitation, if MERGERTECH believes that user’s conduct violates applicable law or is harmful to the interests of MERGERTECH and its affiliates.

MERGERTECH retains all rights (including intellectual property rights), title and interest in the MERGERTECH website and all underlying technology and data, including any enhancements and improvements thereto. Customer will not and will not allow others to decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell or transfer the underlying source code or structure or sequence of MERGERTECH’s technology or delete or alter author attributes or copyright notices. Customer shall use the MERGERTECH system solely for their own use and shall not allow others to use the MERGERTECH system under or through that Customer’s account.

2. Copyright

The contents of this site and any products or services provided or sold by MERGERTECH, including the site’s text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses for sale listed on the site, are the property of MERGERTECH or its content suppliers, and are subject to the copyright or other intellectual property rights of MERGERTECH and to the terms of licenses held by MERGERTECH. These materials are protected by US federal, state and international copyright laws and do not constitute material in the public domain. The manner in which the content is arranged and assembled (compiled) on this site is the exclusive property of MERGERTECH and is protected by U.S. federal, state and international copyright laws. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software on this site, or of any products or services sold by MERGERTECH, is strictly prohibited. By submitting any information or other material to us, you automatically grant MERGERTECH a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials in any form or medium known or later developed.

All trademarks, service marks, trade names, trade dress and logos displayed on or contained in this site, or in any products or services sold by MERGERTECH, are the property of MERGERTECH or others, whether registered or unregistered marks. Nothing on this site or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed on this site without the written permission of MERGERTECH or the third party owner of the mark. Marks may not be used in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the marks. Your use of the marks displayed on this site, or in products or services sold by MERGERTECH, except as provided in this notice, is strictly prohibited.

MERGERTECH reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. MERGERTECH may immediately terminate your use of, or access to, the site at any time it decides that you have breached this agreement, any relevant law, rule or regulation or you have infringed or appear to have infringed the intellectual property rights of others. If you believe that any material contained in this site infringes your copyright, you should notify MERGERTECH of the alleged copyright infringement claim in accordance with the following procedure.

MERGERTECH will process notices of alleged infringement that it receives and will take appropriate action as required by the Digital Millennium Copyright Act and other applicable intellectual property laws. Please send any notification of claimed copyright infringement to this site’s designated Agent for Notice of Claims, 4000 Executive Parkway, Suite 515, San Ramon, CA 94583 or info@mergertech.com. To be effective, the notification must be in writing and include the following information: physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed work; identification of the allegedly infringed work; identification of the material that is claimed to be infringing and reasonably sufficient information for MERGERTECH to locate the material; contact information of the notifying party, such as address, telephone number and email; a statement that the notifying party has a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the allegedly infringed work, its agent or the law; and a statement, under penalty of perjury that the information in the notification is accurate and the notifying party is the owner or authorized agent of the allegedly infringed work.

3. Automated Queries

These Terms of Use do not provide you a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party Web sites. Nonetheless, publicly available search engines and similar Internet navigation tools (“Search Engines”) may query the Services and provide an index with links to the Services’ Web pages, only to the extent such unlicensed “fair use” is allowed by applicable copyright law. Search Engines are not permitted to query or search information protected by a security verification system (“captcha”) which limits access to human users. MERGERTECH reserves the right to restrict automated queries further, for example, by correspondence to parties making queries or by use of robots.txt.

4. Software

The Services may include software for use in connection with the Services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then MERGERTECH grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Services and in accordance with these Terms of Use.

5. Email Communication

MERGERTECH utilizes email as a primary communication channel with customers. As a Customer, and by submitting your information on the MERGERTECH website, you hereby acknowledge and grant MERGERTECH the permission to communicate with you via email (as well as other communication channels such as phone and fax) for any purposes MERGERTECH determines to be relevant including, but not limited to, system messages, product updates, newsletters, service announcements and other marketing messages. MERGERTECH will use best efforts to honor Customers’ requests to opt-out from receiving emails, but under no circumstances will MERGERTECH have any liability for sending any email to its users and customers.

6. Links to Other Websites and Services

MERGERTECH is not responsible for the availability, content or accuracy of any other pages or other sites linked via this website. To the extent that portions of this site contain links to outside products, services and resources, all relationships are between users and outside providers and do not involve MERGERTECH, and any concerns about such products, services or resources should be directed to the particular outside provider. MERGERTECH does not guarantee or warrant the accuracy or completeness of the information or content included on other sites, nor the quality of products or services provided or sold.

7. Payment Terms

Customer agrees to pay for all products ordered through the MERGERTECH website using the payment method indicated and provides MERGERTECH express authorization to charge said fees to their payment provider. Fees owed depend on the specific type and quantity of MERGERTECH products, services, information, or deliverables (collectively “Deliverables”) ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, MERGERTECH may immediately cease to provide any and all Deliverables to the Customer. The fees paid for Deliverables are subject to the then current Refund Policy which is available on the MERGERTECH website. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Customers of any such changes. It is the Customer’s responsibility to promptly provide the Company with any contact or billing information changes or updates (including email address, credit card numbers, etc.).

8. No Warranty

MERGERTECH PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERGERTECH AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. MERGERTECH AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

9. Limitations of Liability and Exclusive Remedy

IN NO EVENT WILL MERGERTECH OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OF THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST MERGERTECH OR ITS SUPPLIERS WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

In the event that you have a dispute with one or more users, you release MERGERTECH (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

10. Indemnity

You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.

11. Changes

MERGERTECH reserves the right to change the Terms of Use, and you are responsible for regularly reviewing these Terms of Use. Your continued use of the site after the effective date of such changes will constitute acceptance of and agreement to any such changes. MERGERTECH may suspend or discontinue the site and its services at any time to you and/or to others, without notice.

12. Choice of Law, Disputes

These Terms of Use are governed by the laws of the State of California, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Contra Costa County, California for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.

13. Miscellaneous

If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. MERGERTECH may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Service. A failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter therein.

– Updated April 15, 2010