M&A FORUM TERMS OF USE
The submission of information to, and use of, the business listing service (“Service”) available through the Mergers and Acquisitions Forum or any other similar website (the “Websites”) relating to a business for sale marketplace owned, operated, or powered by Mergers and Acquisitions LLC , a registered 501(c)(6) non-profit (Company), for the sole benefit of its Members, (hereinafter, “Company”), is subject to the following Terms of Use. BY SUBMITTING INFORMATION to, or accessing information from, the Service, Member, as the end user (“Member” ) AGREES TO THE FOLLOWING TERMS OF USE and represent and warrant that Member has the right, power and authority to agree to and be bound by such terms. These Terms of Use are a legal agreement between Company and Member (the “Agreement”).
If Member does not agree to these Terms of Use, do not submit information to, or access information from, the Service. All questions concerning this Agreement should be directed to: president@mandaforum.org. Company may update these Terms of Use at any time and without notice.
GENERAL PROVISIONS
BUSINESS FOR SALE ADVERTISING SERVICE
The Service is an online business advertising, searching and information service. Company does not broker or sell businesses, securities, or other investments directly and is not a party to any transaction between the business purchaser and seller. As a result, Company does not (a) guarantee or ensure any business or any transaction between the seller and purchaser, (b) act as a business broker, loan broker, money transmitter, payment manager, debt collector, securities broker dealer, underwriter, issuer, agent, or credit reporting agency, and does not guarantee any results from using the Service, or (c) broker or sell any businesses or securities for sale on the Websites.
LICENSE GRANT AND OTHER RIGHTS OF COMPANY
With respect to listings, content and other information Member submits to Company through the Service (“Member Content”), Member grants Company and its affiliates and their licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to the Member Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, including the right to use listings and other information submitted to it for publication of all or part of such listing on the Internet for unrestricted use by Company customers and partners. This license you grant Company includes the express permission for Company to use and display the Member Content Member provides to Company, or any modification thereof, on the Websites and other Company-affiliated or partner products and sites. Company shall have sole authority to choose the manner in which any listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a listing or refuse Services to anyone at any time in its sole discretion. Company shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the listings. Company reserves the right to modify or change any and all Terms of Use at any time. The most current copy of these Terms of Use will be posted and available for review on Company’s corporate website at https://mandaforum.com/terms-of-use.
COMPANY COMMUNICATION
Company utilizes email as a vital and primary communication channel with its Members. As a registered user, Member hereby consents to Company communicating and grants Company permission to communicate with Member via email (as well as other communication channels such as phone and fax) for any purpose Company determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Company will use commercially reasonable efforts to honor a Member’s request to opt out of marketing messages regarding Company’s services, but in every circumstance Company shall comply with applicable law with respect to such opt-out request and under no circumstances will Company have any liability for sending any email to its registered users/Members. With respect to sharing any personal data with third parties, Company does so in compliance with applicable law.
MEMBER PRIVILEGES
Member privileges are granted by Company to individuals exclusively and are granted specifically to the registered customer only. Individual user rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone without the express written permission of Company. Company requires that each registered user maintain a valid email address or Member ID and a password, which shall be utilized for logging on to the Company system. Members are not permitted to share their individual logon information with others. Company has the right to refuse service to any customer that refuses to abide by the Terms of Use herein or abuses their rights related to the Company service.
SUBMISSION AND ADMINISTRATION OF LISTINGS
Member agrees not to submit through the Websites any Member Content containing, photograph, financial, contact or any other listing information to publish and advertise a business opportunity using the Service unless Member has received all necessary rights, consents and/or authorizations from the appropriate parties, entities, or agencies, including, without limitation, photographers and/or copyright owners of any photographs. Member agrees not to submit any image to Company which contains any misrepresentations or unsuitable, inappropriate or controversial content, or otherwise violates any terms of this Agreement. Company reserves the right to remove any images in violation of this provision. Member agrees that all images submitted for publishing represent the business opportunity or category exclusively, and do not include any broker logos, contact information, website addresses, phone numbers, or any overlay text or graphics of any kind. Only one listing on the Company Websites published using the Service is permitted for each business opportunity (e.g., multiple business advertisements within a listing, or multiple listings for the same opportunity, is not permitted), and a listing may not be modified or edited in an attempt to sell a different business entity. Additionally, the Member agrees to allow the listing, or any part of it, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Member’s website or the Company Websites. The Company shall have the sole authority to choose the manner in which any listing will be searched, displayed, accessed, downloaded, copied, and otherwise used on the Websites and Company shall have the right to modify the listing in the exercise of its rights under this Agreement. Member (a) represents and warrants that all business and associated information provided by Member will be accurate, and to the extent applicable, Member has acquired or obtained all the required licensing, permits and legal authority to market and sell the business(es) in the locations in which it is advertising; (b) agrees that Member will not permit the posting of a business on the Websites under a name other than that of the business owner or the named licensed business agents that have been engaged by the business owner to market the business under the terms of a duly executed, active and exclusive listing agreement with the owner; (c) agrees to administer and maintain the accuracy of listings provided by Member at all times; (d) shall ensure (and shall require its sales agents, if applicable) to respond to all buyer inquiries relating to the listing (i) within seventy-two (72) business hours and (ii) in a professional and respectful manner; and (e) agrees to provide to prospective buyers, free of cost, the information needed so that such prospective buyers can make a fully informed purchase decision. In addition, Member agrees not to advertise a business opportunity as an Established Business unless such a business (1) is open and has been continuously operating for a minimum of one year (two years for internet-based businesses), (2) has an established customer base and a material revenue history, and (3) has ability to provide financial history information to qualified buyers. Company reserves the right to remove all or any part of the listings posted on the Company website.
Company accepts no responsibility for checking the accuracy of reports or data files submitted by Member. While Company shall take all reasonable efforts for data backup and business resumption, Member will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to Company.
By subscribing for or otherwise utilizing the Service, Member acknowledges and agrees that Company is not offering or soliciting the sale of securities, that Company is not receiving compensation as a result of the closing of any transaction listed on the Websites, and Member represents and warrants that Member will fully comply with any and all laws, rules, and regulations governing any transaction placed or found on the Websites. Member acknowledges and agrees that, to the extent that a listing is deemed to be an offer or solicitation for the sale of securities, that any such “offer” or “solicitation” is being made by the party who listed the transaction, and not by Company. Any party who lists a transaction which is deemed an offer or sale of securities agrees to indemnify and hold Company and its officers, directors, and affiliates harmless from any and all liability, of any kind or character, arising from such listing, to any person, entity, or government agency in the event that such listing is deemed to violate any law, rule or regulation. Member, in consideration of its access to listings on the Websites, waives any and all claims or causes of action against Company or its officers, directors or affiliates, arising out of an transaction placed or found on the Websites.
USE OF INFORMATION
All information obtained from the Service, including business listings, business broker directory, valuation reports, and any other information otherwise made available to Member in the Service (individually and collectively, the “Content”) is proprietary to Company and its licensors, and is protected by copyright and other U.S. and international intellectual property rights, laws and treaties. Member agrees that Content accessed by Member will be treated as proprietary, maintained as confidential and shall be protected as a trade secret of Company. Company does not ensure the accuracy of, endorse or recommend any Content and Member uses such Content at the Member’s own risk. Member may access the Content solely to obtain initial information from which further evaluation and investigation may commence. Member shall limit access to and use of Content to personal and internal use, and shall not use Content obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Member shall not use or reproduce Content obtained from the Service for or in connection with any other listing service or device. Member shall not modify, merge, decompile, disassemble, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Service. Member shall not access or use any portion of the Service if Member is a direct or indirect competitor of Company, nor shall Member provide, disclose or transmit any portion of the Service to any direct or indirect competitor of Company (by way of example, a “direct or indirect competitor” of Company includes, but is not limited to, Internet listing services or other business information services and employees, independent contractors and agents of such services). Members violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their membership.
Listings on the Websites are for contact purposes only. LISTINGS ON THE WEBSITES DO NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. Listings do not include all of the terms and conditions relevant to assessing a potential transaction or investment. Listings are not intended to, and do not constitute an offer or solicitation to purchase or sell securities and do not include all of the terms of any offering or information required to be disclosed in connection with any such transaction or investment. Member acknowledges and agrees that it is not relying on information listed on the website in assessing potential transactions or investments, but that Member will seek any such information, and will rely solely on information received, from the party who listed the transaction.
TERM AND TERMINATION
Company offers listing privileges solely to Mergers and Acquisitions Forum Members of certain classes, those classes to be determined by the Company and which may be changed at any time.
Company offers search privileges of the Member submitted Content to the general public subject to Terms set forth herein.
Member submitted listings may remain on the Service for a period of 12 calendar months after which they will be removed. Such removed listings may be resubmitted by the original submitter for another 12 months subject to the same Terms and Conditions as the original listing.
Company reserves the right to terminate a Member’s listing privileges at any time without prior notice. Cause for termination includes, but is not limited to, breaches or violations of the Terms of Use, requests by law enforcement, inappropriate, unsuitable, controversial, fraudulent or illegal activity by you, discontinuance or material modification of Company services, nonpayment of fees owed by you in connection with Company services, account inactivity or technical or security issues. Upon termination, Company shall have no obligation to maintain or forward any content in your account. In addition, the Company may require additional evidence of compliance with the provisions of this Agreement from Members who are alleged to have submitted businesses or other information in violation of this Agreement.
PAYMENT TERMS
Company provides this Service to select Members free of additional charge. However, Company reserves the right to begin charges for this service at any time. If charges change, Company will use best effort to notify affected Members prior to the change.
In the case that charges are instituted for this service Member, Member agrees to pay for all products ordered through the Company website, or via Company client services personnel (“Client Services”) using the payment method indicated and provides Company express authorization to charge said fees to their payment provider. Fees owed depend on the specific type and quantity of Company 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 Member. If payment is not current, Company may immediately cease to provide any and all Deliverables to the customer. The fees paid for monthly subscriptions are non-refundable, regardless of whether the listing privilege is terminated prior to the end of the month or term. Fees paid for business listings and other products are not refundable. No partial month (or partial term if longer than a month) refunds will be provided. Member may cancel their Company product membership by contacting us only by email (president@mandaforum.org). All cancellation requests will be processed within two (2) business days, and a cancellation confirmation will be emailed to the email address on record for the account. The product and/or listing privilege will be deactivated at the end of the current billing term. Company reserves the right to change its fees or billing methods at any time. Company will provide timely notice to the affected Members of any such changes. It is Member’s responsibility to promptly provide Company with any contact or billing information changes or updates (including email address, credit card numbers, etc.).
The Member must notify Company about any billing problems, disputes or discrepancies (“Disputes”) within ninety (90) days after charges first appear on their account statement. If Member does not notify Company of a Dispute within ninety (90) days, Member agrees to waive their right to dispute such problems or discrepancies.
EMAIL SERVICES; UNSOLICITED COMMERCIAL EMAIL (SPAM)
Company prohibits the use of its system or its tools to generate or send unsolicited commercial email (spam).
OWNERSHIP
Company retains all rights (including Intellectual Property Rights, as defined below), title and interest in the Websites and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Member will not and will not allow others via manual or automated means (including the use of any robot, spider or other automated process): reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Company’s technology or delete or alter author attributes or copyright notices. Member shall use the Company system solely for their own use and shall not allow others to use the Company system under or through that Member’s login ID/email and password. Further, Member shall not use Company products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
LIMITATION OF LIABILITY AND INDEMNIFICATION
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Member’s exclusive remedy, and Company’s entire liability under this Agreement shall be a refund to Member of the fees paid to Company hereunder, if any, and in no event will Company’s liability for any reason exceed such fee, if any. Company (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Member’s use of the Deliverables, and Member shall indemnify Company (and Company’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person, entity, or government agency other than Member arising from Member’s use or application of the Services or the Deliverables.
WARRANTY DISCLAIMERS
ALTHOUGH COMPANY MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT, THE LISTINGS AND SERVICE ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” COMPANY DOES NOT REVIEW, ENDORSE, OR RECOMMEND ANY COMPANY CONTENT ARISING OUT OF THE SERVICE AND CUSTOMER USES SUCH COMPANY CONTENT AT CUSTOMER’S OWN RISK. COMPANY MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS OR SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED STATES OF AMERICA, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY STATE OR LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND ANY OTHER IMPLIED OR STATUTORY WARRANTIES.
LINKS TO THIRD PARTY SITES
This website may contain hyperlinks or contact forms that connect you to other websites operated by parties other than Company which are beyond Company’s control. Parties other than Company may provide services or sell product lines on this site that take you outside of Company’s service. This includes links from advertisers, sponsors, and content partners that may use Company’s logo(s) as part of a co-branding relationship. For example, if you click on a banner advertisement the click may take you off of the Company site. Company does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their websites. In addition, you may fill out a form that delivers, at your direction and consent, the information you submit to another site. Company does not assume any liability for the actions, product, or content of any of these and any other third parties. Company makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third-party websites. When you click on a link that leaves the Company site or submit information through a form that is delivered to a third-party site, such third-party site is not controlled by Company and different terms of use and privacy statements may apply. Company also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.
PROCEDURE FOR MAKING NOTIFICATION OF CLAIMS OF COPYRIGHT INFRINGEMENT
Company and its affiliates respect the intellectual property of others, and Company asks those posting or transmitting any content to or through Company’s services or any associated websites to respect copyright law. It is the policy of Company to restrict and/or terminate in appropriate circumstances the ability to submit content and/or use the services and any associated websites by individuals or entities that repeatedly submit infringing content in violation of these Terms of Use. If you believe that your work has been copied and is available on any Company website or Company’s other online services in a way that constitutes copyright infringement, you may notify Company according to the notice requirements of the Digital Millennium Copyright Act (“DMCA”) and any other applicable law. Pursuant to 17 U.S.C. Section 512, Company’s DMCA registered agent can be reached as follows: by mail to M&A Forum, 410 Pierce Street, Houston, TX 77002 (Attn: President); by e-mail to president@mandaforum.org. Please note that this procedure is exclusively for notifying Company that your copyrighted material has been infringed.
MISCELLANEOUS
This Agreement, the Service and the Deliverables provided by Company shall be governed by the laws of the State of Texas, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Harris County, Texas. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Member without the prior written consent of Company, which retains the right to withhold consent in its sole discretion. The Terms of Use of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement.
M&A FORUM MEMBERSHIP PROVISIONS
In addition to the General Provisions set forth above, the following additional provisions are specifically and only applicable to M&A Forum Membership. In the event of a conflict between the General Provisions and the M&A Forum Provisions, the M&A Forum Provisions shall control.
M&A FORUM MEMBERSHIP
M&A Forum listing privileges are granted by Company to individuals exclusively and are granted specifically to the submitting M&A Forum Member only. When choosing an “area served” which displays on the Company M&A Forum Directory, or when advertising a listing in a given location, Member is indicating that Member is legally authorized to act as an intermediary for business transactions or other relevant professional capacity in that location. Company does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers, agents, or in other professional capacities on the Websites. It is Member’s responsibility to confirm the licensed status of any brokers or other professionals listed on the Websites.. M&A Forum listing rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the submitting Member without the express written permission of Company. M&A Forum listing privileges are subject to change from time to time and may be subject to additional business listing and searching limitations. Member acknowledges that Company (in addition to its other remedies) can cancel and prohibit M&A Forum listing privileges to any individual, organization, or group that does not abide by the Terms of Use set forth herein and/or can refuse any or all membership privileges. Company also has the right to refuse service to any customer or company that has delinquent charges that remain unpaid and to impose additional charges to reactivate BrokerWorks or other membership privileges.
The Company reserves the right to change its fees, payment frequency, or billing methods at any time. The Company will provide timely notice of any such changes.
LISTING RESTRICTIONS
All listings must be added in accordance with the Submission and Administration of Listings terms, as above. Listings may be for established businesses, business real estate for sale, business real estate for lease, or asset sales (e.g., sale of equipment, fixtures, applicable licenses, website domains, etc.). Member may not delete then re-submit the same listing in order to affect the listing status on the Websites. Listings for businesses that are no longer active or available for sale must be immediately removed from the Websites. No start-up businesses or new franchise opportunities may be advertised on the Websites. If you have an interest in posting start-up or new franchise opportunities on Websites, please contact Company at president@mandaforum.org. Company reserves the right, in its sole discretion, to remove any listing from the Service. Company reserves the right to remove listings that are deemed excessive in number or in violation of the Submission and Administration of Listings terms. Members may not create listings for sales of minority business interests or for funding requests.
