These terms and conditions ("Terms and Conditions") govern the use of this website provided by Mergr and the Service (as hereinafter defined) by the person who uses the Service, having registered and established a username to do so (the "User") and the company or other organization with or for whom the User works as identified on the User's registration form, and for which the User's use of the Service relates (the "Client Organization") (hereinafter together termed the "Client"). Use of this website constitutes the Client's acceptance of these Terms and Conditions and acceptance takes effect immediately on first use of the Service. Acceptance of these Terms and Conditions constitutes full acceptance of all these Terms and Conditions, subject to severability as described below, and agreement to be bound thereby. Mergr reserves the right to amend these Terms and Conditions at any time and from time to time by posting changes on this website and the Client acknowledges that its continued use signifies acceptance of any such revised Terms and Conditions.
Agreement
Mergr hereby agrees to furnish the Client and the Client hereby agrees to license and utilize this online service from Mergr (the "Service") only in accordance with these Terms and Conditions. The Service consists of any and all information made available to the Client on Mergr's website.
No Reliance
While Mergr uses reasonable efforts to obtain information from sources which it believes to be reliable, Mergr makes no representation or warranty that the information or opinions contained in the Website are accurate, reliable, up-to-date or complete. The Client acknowledges that Mergr has used sources whose legitimacy and accuracy may not be so, and that Mergr has used reasonable endeavours to the accuracy of the Service, and that if the Client believes that any of the information contained therein is inaccurate or misrepresented, the Client will bring this to the notice of Mergr or its agent and provide information to assist Mergr in correcting any such deficiencies, and that the Client will take no further action in law or equity with respect to such inaccurate or misrepresented information or the Client's belief thereof. The Client further agrees that Mergr will endeavor to rectify such deficiencies in good faith, and that such action will be deemed to fulfill Mergr and its agents' obligations to the Client. The information and opinions contained in the website are provided by Mergr for the Client's personal use and informational purposes only and are subject to change without notice. Nothing in the Service constitutes, and nor should it be construed as, investment, legal, tax or other advice and it should not be relied on in making an investment or other decision.
License
Mergr hereby grants the Client a limited, non-exclusive, non-transferable license (the "License") to access and utilize the Service and any information contained in the Service or this website or otherwise and howsoever provided by Mergr to the Client (any and all of such data individually and collectively and any part thereof being called the "Data") solely for its own internal business purposes, all in accordance with the terms and conditions of the Agreement (as hereinafter defined). All rights not specifically granted to the Client are hereby retained by Mergr.
Fees Subscription Version
The Agreement governs the provision and use of the Service in both the demonstration version and the subscription version. The subscription version will be furnished to the Client at the subscription fee as specified in the order form completed by the Client. Unless cancelled, Mergr shall charge, and the Client shall pay Mergr during the term of the Agreement, all Fees. The Client agrees that until cancelled, the Mergr will bill the Client. The Client is solely responsible for canceling the Service and agrees when signing up for the Service that the agreement will be in effect until cancelled by the Client. The Client is solely responsible for obtaining, installing, maintaining and utilizing at its own expense, compatible computer equipment and communications devices required to utilize the Service, and the Client shall pay any and all charges incurred from use of each username and password granted hereunder, as specified in the order form completed by the Client and received by Mergr. In the event of loss or theft of a username or password, the Client shall notify Mergr immediately in writing.
Use of Service
The Client undertakes not to copy and not to modify the Service in whole or in part, nor commercially to exploit the same, and that it will not disclose any Data received by it through its use of the Service to any third party outside the Client's organization. Usernames and passwords are personal to the individual User, and multiple Users within a single Client Organization will each require an individual username and password. The Client undertakes not to reveal the Client's username or password to any other person (either body corporate or natural) and acknowledges that any breach of security resulting in the use of its username and/or password by any third party constitutes material breach of the terms of the Agreement. The Client further acknowledges that the Client will be liable, and Mergr is entitled to proportionate compensation from the Client, therefor: such compensation in all cases to exceed the subscription fee that would apply to the use of the Service by such third party or third parties.
The Client hereby agrees that Mergr may adjust the Data. Any such adjustment will have no material impact on the meaning and interpretation of the Data, but will serve as a means of uniquely identifying the Data as having been supplied to the Client. The Client accepts that this is a legitimate and lawful security precaution on the part of Mergr, and accepts further that in the event that any third party has access to Data that can be identified as having the Client's unique adjustments a prima facie breach of security and of these Terms and Conditions and the Agreement on the part of the Client may be assumed by Mergr. In the event that the Client suspects that its username or password has become known to any third party, it is the responsibility of the Client to, and the Client undertakes that it will, promptly inform Mergr, and change its password, and take all reasonable steps to preserve the secrecy of its new password. Except as expressly permitted hereunder, the Client may not and hereby agrees that it will not: (i) use the Service in any manner; (ii) alter, reverse engineer, decompose, disassemble or otherwise seek to duplicate the performance characteristics of the Service; (iii) rent, lease, lend, sell, sublicense, trade, assign, give or permit access to, disclose, use on behalf of, furnish or redistribute the Service or any part thereof, to any third party not expressly permitted in the Agreement, including but not limited to, any affiliate or any other department of the Client; (iv) remove or obscure Mergr's proprietary right notices.
Use of Data
Except as expressly permitted hereunder, the Client may not duplicate or redistribute any Data into hard copy, machine readable, or any other form without written authorization from Mergr. The Client will not publish, resell or disclose any Data, including but not limited to Data generated by any third party provider (each a "Supplier") herein to any third party. The Client also agrees not to download, nor knowingly permit any third party to download Data onto computers, discs, diskettes, or any other media other than into temporary storage for printing purposes. The License granted hereunder permits the Client to access and use the Data as follows: (i) to include limited excerpts of Data in reports and presentations that are prepared for the Client's own internal purposes, such purposes not, otherwise than as permitted by the next following sub-clause (ii), to extend to publication in speech or in writing or by any electronic media or otherwise to any third parties; and (ii) subject to the prior written approval of Mergr, to include limited excerpts of Data in printed documents for the purpose of showing to the Client's bona fide customers and / or investors who shall be made aware of these restrictions upon use of such information and its further distribution, to which the client hereby agrees. In all cases, any printout of any Data from the Service by the Client and/or its agents as permitted above in original form and/or format and/or as modified by the Client will include Mergr's copyright notice. In the event of a suspected breach or violation of any of the foregoing conditions, or in the event the Client becomes aware of a threat to any Mergr copyright, the Client shall cooperate with Mergr to protect Mergr copyrights by assisting in identifying to whom copies of such Data have been supplied. Mergr shall maintain as confidential any information disclosed by the Client and will use such information solely for the purpose of investigating potential copyright infringement except to the extent if any that disclosure is required for taking legal advice and/or proceedings.
Linked Sites
When the Client or User accesses certain links in the Mergr website it may leave the Mergr website. Mergr has not reviewed any of the websites linked to the Mergr website and does not endorse or accept any responsibility for the content of such websites, nor the products or services or other items described on or offered by such websites, nor the data protection practices of or policies on such websites.
Ownership of Service
The Client acknowledges that (i) the Service, Data, all copyrights, confidential information, title, any related documentation, and other intellectual proprietary rights embodied therein are and shall remain the property of Mergr; (ii) the Service and Data are subject to protection under the patent, trademark, copyright, trade secret and other intellectual property laws of the United States and all other jurisdictions; and (iii) the Service and Data were created, compiled, prepared, selected and arranged by Mergr and its Suppliers through the expenditure of substantial time, effort and resources and that the Service constitute valuable property of Mergr and its Suppliers.
Limitations of Liability
While Mergr uses reasonable efforts to prepare and provide the Service to the Client, neither Mergr nor its agent shall be liable for any failure or inability to provide the Service due to any event, condition or circumstances beyond Mergr's reasonable control. In providing the Data, Mergr relies upon sources that it believes to be accurate, but Client agrees that Mergr cannot and will not verify the accuracy, completeness or timeliness of the Data or any work or product or projections based upon such Data. The Client acknowledges that any information derived from the Service is intended only for research purposes and not investment decisions. Any investment decision made by the Client, or investment advice offered by the Client is provided at the sole risk of the Client. Nothing contained in the Service shall be construed as a solicitation or recommendation to buy, sell, or otherwise invest in any security.
Mergr and its Suppliers provide to the Client the Service and Data hereunder on an "as is" basis and without warranty of any kind. The Client hereby waives all other warranties either expressed or implied, including but not limited to any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, compatibility, security or accuracy, non- infringement or otherwise, including time of performance. Neither Mergr nor the Suppliers warrant that the provision of the Service or Data will be uninterrupted or error free or virus free, nor do they make any warranties (express or implied) as to any results use of the same. The Client expressly agrees that it uses the Service and Data at its own sole risk. Accordingly, neither Mergr nor its agent nor the Suppliers will in any way be liable to the Client or any other entity for any inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Service or Data, or for any damage or delays to the Client's hardware, software or data caused by or incidental to the use of the Service.
Neither Mergr nor its Suppliers shall be liable for any loss or damage resulting directly or indirectly from mistakes, omissions, interruptions, delays, errors, any act, event, or defect, whether human or mechanical, occurring in the course of furnishing the Service or Data including, but not limited to, computer virus, online failure, failure of performance by third parties, fires, explosions, floods, labor disputes or mechanical breakdown. Notwithstanding the foregoing, if Mergr and/or its agent is deemed liable to the Client for any reason, whether arising in contract, tort, strict liability or otherwise, Mergr's total liability including that of its agent hereunder shall be limited to the lesser of Five Hundred US Dollars ($500). Neither Mergr nor the Suppliers shall be liable for any special, consequential, exemplary or punitive damages, including, but not limited to, lost profits, whether or not it or they are aware of the possibility thereof. The Client further agrees that no action, regardless of form, arising from or pertaining to the Service or Data may be brought by the Client more than one (1) year after the event giving rise to such action has occurred.
Data Protection
The User recognizes that in order to provide the Service, Mergr needs to maintain basic contact and other details concerning the User, and hereby consents to this.
Indemnification
The Client shall defend, indemnify and keep indemnified and hold Mergr and its agents and Suppliers harmless against any claim, liability, loss, injury, damage, cost or expense (including, but not limited to, reasonable legal fees) incurred by Mergr or its Suppliers arising from the Client's (or that of any unauthorized user using the Client's username or password) access or use of the Service, unless such claims or damages result from the gross negligence or willful misconduct of Mergr in providing the Service to the Client.
Term and Termination
The Service will be provided during the term as specified in the order form, other than in the case of the demonstration version of the Service, which will be provided until terminated by Mergr. In the event the Client is merged with or acquired by a third party, or acquires a third party during the term hereof, Mergr reserves the right to re-negotiate the Agreement. If the Client and Mergr cannot reach written agreement upon new terms within thirty (30) days following official notice of such event, the Agreement shall remain in full force and effect; provided that only the Client licensing the Service prior to the merger or acquisition shall be entitled to use the Service for the remainder of the duration of the Agreement. Either party to the Agreement may terminate the Agreement and all rights hereunder upon thirty (30) days prior written notice in the event the other party breaches or violates any term or provision of the Agreement, including but not limited to, the Client's failure to pay any undisputed invoice, and fails to remedy such breach within such thirty (30) day period. All remedies hereunder are cumulative and Mergr reserves all rights at law and in equity. In the event that Mergr prevails in any such action, Mergr shall be entitled to recover from the Client reasonable legal fees incurred in connection therewith. Upon termination of the Agreement for any reason, Client shall within a reasonable period of time, but no later than thirty (30) days after termination, (i) pay Mergr any outstanding Fee (ii) cease using the Service in whole or in part; and (iii) certify to Mergr in writing that the Client has complied with the immediately preceding sub-clauses (i) and (ii). The Client agrees that it will not in such circumstances retain the Service or any component thereof. The Client accepts that termination of the Agreement shall not for any reason, unless otherwise specified herein, entitle the Client to any refund (in whole or in part) of any applicable Fees. The Client is and shall remain responsible for all aforementioned charges, at rates current at the date of the Agreement until all the Client's usernames and passwords are deactivated.
Equitable Relief
In the event the Client's breach or threatened breach of any of the provisions herein constitutes irreparable harm, the Client acknowledges that, money damages in law being insufficient and inappropriate remedy, Mergr. shall be entitled to seek injunctive or other appropriate equitable relief.
Governing Law
The Agreement and any modification thereto shall be governed and construed under the laws of the State of California, in the United States. The Client agrees to the exclusive jurisdiction of the Californian courts.
Notice
Any notice or communication given under the Agreement shall be in writing and shall be delivered by hand, registered post.
Amendment/Modification
These Terms and Conditions and any order form completed by the Client and received and accepted by Mergr (together "the Agreement") represents the entire agreement between Mergr and the Client with respect to the Service. The Agreement may not be modified or amended except by an instrument in writing executed by both parties hereto, with the sole exception that Mergr may amend the Terms and Conditions from time to time by posting such amendments on its website.
Severability
Each term and condition of these Terms and conditions is severable from others and if any shall be held by the California as being invalid or unenforceable, the validity, legality and enforceability of the remaining terms and conditions of these Terms and Conditions shall remain in full force and effect. All terms and conditions of these Terms and Conditions that by their nature would survive termination or expiration of the Agreement, including but not limited to, those related to confidentiality, ownership, intellectual property, warranty statements or indemnities, shall survive the termination or expiration of the Agreement.
