Acceptance of the Terms of Use

These MicroAcquire Buyer and Seller Terms of Use (the “Agreement”) govern Your registration as a buyer or seller (“You”) on the MicroAcquire Marketplace, Your use of the MicroAcquire Marketplace and all tools offered on the Marketplace, including, but not limited to, the LOI Builder and the Guided Acquisition Process (GAP), the purchase and sale and placement of startup advertisements and listings and any related services provided by MicroAcquire, Your use of the MicroAcquire M&A Advisor Directory, and Your use of the MicroMRR startup valuation tool (collectively, the “Services”). This Agreement creates a binding contract between You and MicroAcquire, Inc. and its subsidiaries (“MicroAcquire” or “We”). Please read the Agreement carefully, as it will define, and in some cases limit, Your rights with respect to MicroAcquire and Your use of the Services.

These terms are an integral part of the www.microacquire.com (together with all its subdomains, including micromrr.microacquire.com, the “Website”) Terms of Use that apply generally to the use of the Website. You should also carefully read our Privacy Policy.

1. Eligibility; Authority.

The individual or entity whose name is set forth in the MicroAcquire registration process represents and warrants to MicroAcquire that: (i) they have the full right, power, and authority to enter into this Agreement on behalf of them and create a binding obligation on themself; (ii) the execution and delivery of this Agreement has been fully authorized by such individual or entity; (iii) they have not previously been terminated from using the Services for violating any agreement with MicroAcquire; and (iv) all information provided by them is complete, accurate, and up-to-date.

2. Your Materials; License.

2.1. Your Materials. You are solely responsible for: (a) all materials and company data submitted to MicroAcquire for inclusion in a startup listing or profile description or for use in connection with the Services, including startup listings, startup details, financial information regarding Your startup, videos, information, URLs, contact information, and photos, whether or not created originally by You (“Your Content”); and (b) all websites and content linked, or otherwise referenced, in Your Content (the “Linked Content” and together with Your Content, “Your Materials”).

2.2. License. You hereby grant to MicroAcquire a royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable right and license to copy, modify, display, distribute, perform, create derivative works from, store and otherwise use and exploit, all Your Content, in any form through any media, software, or technology, in connection with: (a) providing You the Services; (b) distributing Your Content on or in connection with the websites and other properties owned, operated, or powered by MicroAcquire (including its subsidiaries) (the “MicroAcquire Properties”) or through its authorized partners and licensees (together with the MicroAcquire Properties, the “MicroAcquire Network”); and to enable Codat.io (“Codat”) to use Your Content for the purposes offered by Codat. MicroAcquire makes no claim to any ownership interest in Your Content obtained from You under this Agreement, and no ownership rights will be transferred under this Agreement.

2.3. Representation and Warranties. You represent and warrants to MicroAcquire that: (a) You hold all ownership rights, including all applicable intellectual property rights, in Your Content necessary to grant MicroAcquire the license in Section 2.2 and Your Content will not violate any third party rights; (b) Your Content, and Your use of the Services, do not violate, facilitate, or encourage violation of any applicable law, and You will not discriminate in the purchase or sale of any startup on the basis of any protected class under applicable laws; and (c) Your Content is not obscene, defamatory, disparaging, deceptive, profane, or indecent.

2.4. Display; Listing Quality. MicroAcquire will have the sole right to determine the placement and location of all or any portion of Your Content on the MicroAcquire Marketplace. You will provide MicroAcquire with all Your Content necessary for MicroAcquire to provide the Services within 30 days of Your registration on the MicroAcquire Marketplace, and will continue to provide all Your Content necessary to perform the Services for the duration of this Agreement. You are responsible for promptly updating Your Content and Your contact information as necessary, including updating any changes to Your profile or listing regarding availability, pricing, or content. MicroAcquire may send notice to You, as described in Section 16.6 below, requiring You to resolve any issues related to Your Content, including errors in the Your Content or Your Content that violates this Agreement. For clarity, MicroAcquire has the right, in its sole discretion, to remove or modify the Your Materials for any reason, including format, spelling, or other matters of presentation, or if MicroAcquire believes the Your Materials violate this Agreement. You grant MicroAcquire permission to utilize an automated software program to retrieve and analyze websites associated with the listed startup for quality and service purposes. You hereby authorize MicroAcquire to modify Your Materials for listing and presentation purposes on the MicroAcquire Marketplace.

3. Prohibited Uses; Confidentiality

3.1 Prohibited Uses.

You will not, and will not authorize any party to: (a) provide any fraudulent, negligently misrepresentative, or otherwise misleading listings; (b) use any Services for benchmarking or similar testing; (c) use any automated or manual means of scraping or data extraction to collect MicroAcquire listing, profile, or any advertisement related information from the MicroAcquire Properties except as expressly permitted by MicroAcquire, in writing; (d) use any Services for the purpose of building a competitive product or service; (e) list anything illegal or engage in any illegal or fraudulent business practice, or not in compliance with the Content Standards set forth in our Terms of Use; (f) conduct automatic queries, including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity meant to obtain information from the Services or interfere with the performance of the Services; (g) re-post or display in any way the public or confidential information of any startup on any other domain, whether private or public and without limitation, (h) sell, purchase, advertise, solicit, or engage in securities transactions, as the term security is defined in the Securiites Act of 1933, as amended (a “Security” or “Securities”) in any way or (i) commit any Prohibited Uses as defined in our Terms of Use.

3.1 Confidentiality.

The confidentiality of Your information on MicroAcquire is critically important and something we take very seriously.

3.1.1 Definitions.

The term “Evaluation Material” means information concerning a provider of information (“Provider”) which has been or is furnished to a recipient of information (“Recipient”) or its Representatives in connection with the Recipient’s evaluation of a possible transaction (a “Possible Transaction”) on the MicroAcquire Marketplace (as defined in Section 5.1), including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Recipient hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient’s possession prior to its being furnished to the Recipient by or on behalf of the Provider, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information.

“Representatives” shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.

3.2.2 Use of Evaluation Material and Non-Disclosure

Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient’s Representatives who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient’s Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider’s Evaluation Material except as provided in this Agreement.

Each Recipient agrees that, without the prior written consent of Provider, each Recipient will not, and it will cause its Representatives not to, disclose to any person or entity (i) that Evaluation Material has been exchanged between the Provider and Recipient, (ii) that discussions or negotiations are taking place between Provider and Recipient concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof).

4. Types of Users and Transactions that we allow on the platform

4.1 Locations. We do not perform business or service any customers located in any U.S. sanctioned country.

4.2 Deal Structures. MicroAquire facilitates the purchase and sale of assets only on the platform.

4.3 No Securities. We do not promote, encourage, solicit, or facilitate the sale of Securities on the platform in any way. We actively monitor the platform to ensure that no Securities are being purchased or sold on our platform. If we determine that You are promoting, encouraging, or facilitating a Securities transaction or are engaged in a Securities transaction on the platform, we will remove You effective immediately. Such Securities transactions include, but are not limited to, the following:

I. the purchase and sale of any equity securities, including common stock, preferred stock, or limited liability ownership interests;

II. partial or full ownership buyouts; or

III. The purchase and sale of any debt security, including, but not limited to, any note, bond, or any evidence of indebtedness.

We reserve the right to disallow any transaction or remove any user from the platform for any reason not explicitly stated in this Section 4, including, but not limited to, whether the transaction or user would violate any applicable law, regulation, or statute.

5. Account Suspension or Termination; Pricing

5.1 Account Suspension or Termination

You may end Your legal agreement with MicroAcquire at any time by deactivating Your account(s) and discontinuing Your use of the Services.

Please see our Refund Policy here.

If we have determined that You have breached any terms of this Agreement or any other of our terms or policies, we may suspend or permanently disable Your account. In any case, We reserve the right to update, suspend, discontinue any Services, to remove You as a registered buyer, seller, or registrant of www.micromrr.com or otherwise terminate or suspend Your account(s) with us at any time, for any reason, with or without cause and in our sole discretion.

5.2 Pricing

5.2.1 Subscription fees

Our current pricing schedule for subscription to the Website can be found here.

WE RESERVE THE RIGHT TO MODIFY OR INCREASE OUR SUBSCRIPTION FEES AND THE SERVICES OR ACCESS PROVIDED IN EXCHANGE FOR SUCH SUBSCRIPTION FEES IN OUR SOLE DISCRETION AT ANY TIME AND IN OUR SOLE DISCRETION, WITH OR WITHOUT ADVANCE NOTICE TO YOU. WE WILL PROVIDE ADEQUATE WRITTEN NOTICE TO YOU OF ANY PRICE CHANGES AS OF ITS EFFECTIVE DATE, AND SUCH PRICE CHANGE SHALL BE APPLICABLE FROM THAT DATE FORWARD.

5.2.2 Success fees

If you successfully sell Your startup to a buyer that has engaged with you or has discovered Your startup on the Website, You agree to pay MicroAcquire a success fee, calculated as a percentage of the final sales price paid by the buyer. You can find the then-active success fee schedule here. Like our subscription fee schedule, we reserve the right to change the success fee at any time, with or without notice to you, and will provide you with adequate notice of such changes. The then-current success fee shall be applicable to purchases and sales from the date of such adequate notice forward, regardless of when You and a buyer on the website began acquisition discussions or negotiations.

6. What Microcquire Does

6.1 MicoAcquire’s Services. MicroAcquire facilitates an online marketplace that connects sellers of businesses to potential buyers of businesses (the “MicroAcquire Marketplace”). Its subsidiary, MicroAcquire Brokerage Services, Inc., facilitates an online directory of Mergers & Acquisitions professionals and advisors (the “M&A Advisor Directory”, and each professional and advisor, an “Advisor”) that You can engage with in order to help You buy or sell a startup on the MicroAcquire Marketplace.

You are not required in any way to engage with any Advisor on the M&A Advisor Directory. By accepting this Agreement, You are NOT obligating or committing Yourself to engage with any Advisor on the M&A Advisor Directory.

6.2 M&A Advisor Directory Compensation Disclosure. MicroAcquire has entered into written agreements with each Advisor on the M&A Advisor Directory under which MicroAcquire may take a certain percentage of the professional services fees or other form of payment--depending on the type of Advisor and to the extent permitted by state and federal laws, rules, and regulations--charged by an Advisor that You engage with in the M&A Advisor Directory as a referral fee for connecting You and such Advisor on the M&A Advisor Directory. By accepting the Agreement, You hereby agree and acknowledge that MicroAcquire has disclosed such referral fee arrangement to You and that You consent to the same.

6.3 Partner Compensation Disclosure. In some instances, We may give You the option to finance the acquisition of a startup on the MicroAcquire Marketplace, or otherwise assist You in the purchase or sale of a startup on the MicroAcquire Marketplace, by using one of our trusted partners, including, but not limited to, Mercury, Angellist, escrow.com, Boopos, or any other of our partners. In some instances in which You use one of these partners for financing Your acquisition, the partner may pay a referral fee of some amount to MicroAcquire in consideration of the introduction.

By accepting the Agreement, You hereby agree and acknowledge that MicoAcquire has disclosed such referral fee arrangement to You and that You consent to the same.

7. What MicroAcquire does NOT do

MicroAcquire strives to connect the highest quality buyer, sellers, and M&A professionals in order to further its mission of becoming the most efficient startup acquisition marketplace in the world. However, MicroAcquire DOES NOT engage in, or IS NOT, now or at any time in the future, any of the following:

1. Unless we have entered into a separate agreement with You, signed by You and us, that EXPLICITLY establishes an agent-principal relationship, MicroAcquire does not represent You in any fiduciary, agent, attorney-client, or any other capacity whatsoever and Your use of the Services does NOT create, by implication or otherwise and without limitation, any fiduciary duty, attorney-client relationship, representation, or any other sort of professional relationship or representation whatsoever. MicroAcquire is NOT and does not hold itself out to be Your attorney, fiduciary, agent, or any sort of other representative, professional or otherwise.

2. MicroAcquire is not a law firm and the Services do not constitute legal advice, nor does MicroAcquire intend for the Services to constitute legal advice. MicroAcquire will never provide legal advice or legal analysis to You. MicroAcquire is not qualified to provide legal advice or legal analysis to You. Any information that MicroAcquire or its employees or independent contractors provide regarding M&A transactions is for informational purposes only and is NOT legal advice or legal analysis and should not be interpreted or treated as such.

3. Outside of the Managed by MicroAcquire program, MicroAcquire does not facilitate or assist with any closing items of any kind, including, but not limited to, obtaining any tax or lien clearances, the publishing of bulk sale notifications, obtaining Employment Development Department, Board of Equalization, or Franchise Tax Board releases, or the filing of any purchase price allocation forms, e.g, IRS Form 8594 (collectively, “Closing Items.”) All Closing Items are exclusively Your responsibility.

4. Outside of the Managed by MicroAcquire program, MicroAcquire does not broker or transact any of the transactions on the MicroAcquire Marketplace. MicroAcquire does NOT act as a business broker, investment banker, M&A advisor, business transfer agent, intermediary, or any other sort of professional engaging in the purchase and sale of businesses.

5. MicroAcquire and each Advisor are independent contractors. MicroAcquire has no power or authority to assume or create any obligation or responsibility on behalf of an Advisor. MicroAcquire has no right, power, or authority to enter into any agreement or undertaking, or to act as or be an agent or representative of, or otherwise bind, an Advisor.

6. While MicroAcquire attempts to curate the best Advisors in their respective verticals on the M&A Advisor Directory, MicroAcquire makes no representations, warranties, or guarantees of any kind regarding any Advisor or any of any Advisor’s services for You.

7. While MicroAcquire attempts to curate the best partners in their respective sectors, such as Mercury, Boopos, and Angellist, MicroAcquire makes no representations, warranties, or guarantees of any kind regarding any partner or any of any partner’s services for You.

8. MicroAcquire performs no technical, legal, financial, or any other kind of due diligence on buyers or sellers in the MicroAcquire Marketplace and makes no representations, warranties, and guarantees regarding such buyers or sellers of any kind. MicroAcquire cannot guarantee whether a business listed on the MicroAcquire Marketplace is suitable for a potential buyer, or whether any businesses listed on the MicroAcquireMarketplace will meet the performance expectations of a buyer. MicroAcquire is not responsible for a seller’s truthfulness regarding the existence, quality, accuracy, or completeness of any listing on the MicroAcquire Marketplace. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR PERFORMING ALL DUE DILIGENCE ON ALL BUYERS AND SELLERS IN THE MICROACQUIRE MARKETPLACE.

9. MicroAcquire is not a party to any transaction agreement or definition document pertaining to an M&A transaction between You and a buyer or seller on the MicroAcquire Marketplace, or You and an Advisor.

10. MicroAcquire does not guarantee the success of any M&A transaction originated in the MicroAcquire Marketplace.

11. MicroAcquire is not a valuation firm and any valuations or opinions of value provided through the SAAS Valuation Calculator or MicroMRR startup valuation tool are for informational purposes only. MicroAcquire cannot and does not make any guarantee, representation, or warranty regarding the accuracy or completeness of any information obtained through the SAAS Valuation Calculator or MicroMRR startup valuation tool. While the information provided has been obtained from sources believed to be reliable, MicroAcquire and its subsidiaries do not attest to its accuracy or completeness.

12. MicroAcquire does not engage in dispute resolution of any dispute, controversy, disagreement, or proceeding between you and any buyer or seller on the MicroAcquire Marketplace, or with any Advisor.

8. MicroAcquire Resources; SAAS Valuation Calculator; MicroMRR; LOI BUILDER; GAP

All resources that we provide in the MicroAcquire Marketplace and the M&A Advisor Directory, including, but not limited to, the SaaS Valuation Calculator, MicroMRR, the LOI Builder, and the Guided Acquisition Process (GAP), are for informational purposes only and do not constitute legal, tax or any other type of professional advice.

The MicroMRR startup valuation tool is for informational purposes only and does not constitute legal, tax or any other type of professional advice.

The LOI Builder is for informational purposes only and does not constitute an attorney-client relationship between MicroAcquire and You. You hereby agree and acknowledge that Your use of the LOI Builder does not constitute an attorney-client relationship between You and MicroAcquire and hereby waive any any action, claim, or suit that the LOI Builder creates any form of attorney-client relationship between You and MicroAcquire.

GAP is provided for informational purposes only and You agree and acknowledge that our provision of GAP and Your use of GAP does not constitute or create any sort of fiduciary, agent, broker or any other type of professional or fiduciary relationship between You and MicroAcquire and You hereby waive any, action, claim, or suit that GAP constitutes or creates any sort of fiduciary, agent, broker or any other type of professional or fiduciary relationship between You and MicroAcquire.

In all instances You should consult with legal, tax, or other advisors with regard to Your personal situation.

The Saas Valuation Calculator and the MicroMRR startup valuation calculator are for informational purposes only and do not substitute and cannot be a substitute for a valuation performed by a qualified professional. There are or could be many unknown or unexpected factors that could affect the market value of Your startup, and for this reason we encourage You in all instances to consult with qualified professionals in order to obtain a valuation for Your company.

9. Business Information Provided Voluntarily For Use of Service.

We may collect information that You voluntarily provide to us in order to provide You the Services. Specifically, if You register as a Seller on the MicroAcquire Marketplace, if You wish to incorporate data from Your accounts with third-party tools and applications, such as Stripe, Google Analytics, ChartMogul, Baremetrics, Profitwell, or Codat (as discussed below in Section 9) and display such data on the information page of Your startup listing to potential buyers on the MicroAcquire Marketplace, by signing into Your account with such third-party tools and applications on the authorization page or providing us with Your API Keys or View IDs on such third-party tools and applications, You are authorizing us and granting us read access to certain information in Your accounts with such third parties for the purpose of providing the Services.

In order to use the MicroMRR Startup Valuation Tool and for us to provide the Services in connection with the MicroMRR Startup Valuation Tool, You will need to connect Your Stripe Connect account with our platform. By accepting this Agreement, You agree, acknowledge, and consent that we will have access to Your Stripe Connect data and (the “Stripe Data”) authorize us to view and access to Your Stripe Data, represent and warrant that You have executed and agreed to the Stripe Connected Account Agreement, and agree to the following uses: we will use Your Stripe Data in order to calculate an estimated valuation of Your startup using information from Your Stripe Data, such as annual recurring revenue, monthly recurring revenue, and churn rate; we will only use the Stripe Data for purposes of calculating such valuation and in order to provide the Services.

In any event, You use any third party services or content solely at Your own risk and must be aware of any third party terms and conditions and have consented to them. Under no circumstances will MicroAcquire be deemed liable or have any obligations whatsoever in relation to the content, proper functionality, availability or the security of any link with any third party services or transactions completed, and any contract entered into by You with any such third party.

For more information regarding the above, please see “Information Provided Voluntarily For Use of Services” in our Privacy Policy.

10. Codat & Persona Integrations

10.1 Codat Authorizations and Integration

MicroAcquire utilizes Codat. in order to allow us to, with Your consent, access Your banking, accounting, and commerce data (the “Codat Data”) in order to seamlessly integrate and display the financial data of Your startup on Your listing. With your consent, Codat will access the Codat Data and aggregate such Codat Data for presentation on your Listing (the “Codat Services”).

You hereby authorize us to upload Your Codat Data to Codat in order to display Codat Data on Your listing and to use the Codat Data in connection with our provision of the Services.

You hereby agree and acknowledge that Codat shall have the right to store, use, reformat, and distribute and otherwise process the Codat Data in order for Codat to provide the Codat Services.

You hereby agree and acknowledge that, to the best of Your knowledge, all of Your Codat Data is true and accurate and is not defamatory, discriminatory, offensive, obscene, indecent or otherwise unlawful or objectionable.

Codat’s collection, processing, and use of the Codat data in connection with the Codat Services is subject to the Codat Privacy Policy in all respects.

10.2 Persona Integration

MicroAcquire utilizes Persona. (“Persona”) to verify the identities of the users on the platform as well as conduct any necessary background checks for compliance purposes (the “Persona Services”). We do not collect or keep any of the information that Persona collects. All activity is conducted through Persona and we are not a party to any interaction or transaction between You and Persona.

You hereby authorize Persona to collect any information that is necessary for performing the Persona Services.

11. Escrow.com Integration

We partner with Escrow.com in order to streamline escrow services in the event of an acquisition that is generated out of the MicroAcquire platform. For each of these transactions, escrow.com is the escrow agent of record and our role is limited only to generating a transaction for Your acquisition on the Escrow.com platform.

Any disputes or controversies regarding such an escrow transaction should be addressed to Escrow.com only. MicroAcquire is not licensed or authorized to be a part of escrow, to cancel or modify a funded transaction in any way, or to adjudicate or mediate any escrow transaction.

Like MicroAcquire, Escrow.com does not complete any Closing Items on your behalf. You hereby acknowledge and agree that all Closing Items are exclusively your responsibility and may require professional counsel in order to complete.

All Escrow.com transactions are subject exclusively to the Escrow.com Terms of Use and the Escrow.com Dispute Process. Under no circumstances shall MicroAcquire be liable, in any amount, for any damages resulting from or relating to any escrow dispute between a buyer and seller on the platform.

12. Disclaimer

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES AGAINST US.

MicroAcquire does not own or control any of the buyers, sellers or any of the sellers’ businesses or assets, or M&A Advisors on the MicroAcquire Marketplace or M&A Advisor Directory. The availability of any buyer, seller, or M&A Advisor does not indicate an affiliation with or endorsement of any buyer, seller, or M&A Advisor. Accordingly, Microacquire does not provide any representations, warranties, or guarantees with respect to any buyer or seller or any business or assets of any seller, or any M&A Advisor or any services or products offered by any M&A Advisor. If You wish to obtain any representations, warranties, or guarantees with respect to any buyer, seller or sellers’ assets or businesses, or M&A Advisor, please consult directly with such buyer, seller, or M&A Advisor.

MICROACQUIRE PROVIDES THE SERVICES AND ALL OTHER RESOURCES “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”, WITH THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT WITH YOU, AND WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT MICROACQUIRE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF REPRESENTATION OR WARRANTY CLAIM THAT ARISE OUT OF ANY BUYER, SELLER, OR M&A ADVISOR’S FAILURE TO HONOR ANY ANY REPRESENTATION OR WARRANTY OBLIGATION TO YOU.

13. Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AGAINST US AND REQUIRES YOU TO WAIVE CERTAIN REMEDIES AGAINST US.

UNDER NO CIRCUMSTANCES WILL MICROACQUIRE OR ITS SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF MICROACQUIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO ANY ASPECT OF THE SERVICES, WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF THE SERVICES, FROM INABILITY TO ACCESS THE SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THE SERVICES. THIS LIMITATION ALSO APPLIES TO ANY DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH, OR ADVERTISED IN CONNECTION WITH, THE SERVICES OR ON THE WEBSITE, OR ANY LINKS ON THE WEBSITE. MICROACQUIRE WILL NOT BE LIABLE TO YOU FOR ANY UNAUTHORIZED USE OF THE LISTED BUYERS, SELLERS, OR M&A ADVISORS AND SERVICES BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION AND OR TAMPERING BY NETWORK HACKERS.

MICROACQUIRE DOES NOT ACCEPT ANY LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE HOWSOEVER AND WHETHER OR NOT IT HAS BEEN NEGLIGENT) FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT), WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM USE OF OR RELIANCE ON INFORMATION OBTAINED FROM THE SAAS VALUATION CALCULATOR OR MICROMRR STARTUP VALUATION TOOL OR ANY OF THE OTHER SERVICES.

MICROACQUIRE’S (AND ITS SUBSIDIARIES) AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES IS LIMITED TO SHALL NOT EXCEED THE GREATER OF $100.00 OR THE AMOUNT YOU HAVE PAID MICROACQUIRE IN THE PAST 12 MONTHS, IF ANY.

14. Indemnification

You shall defend, indemnify, and hold harmless MicroAcquire, its subsidiaries, and each of its respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) Your use or misuse of, or access to, the MicroAcquire Marketplace, the M&A Advisor Directory, any resource provided by MicroAcquire, including, but not limited to, the SAAS Valuation Calculator or the MicroMRR startup valuation tool, the LOI Builder, GAP or Your Materials, (ii) any breach of this Agreement, including any breach of the Prohibited Uses set forth in Section 3 of this Agreement, or (iii) the breach of any representation or warranty set forth in this Agreement, provided that any indemnity in this Section with regard to use of the M&A Advisor Directory and MicroAcquire Marketplace excludes any aspect or relationship originated in the M&A Advisor Directory or MicroAcquire Marketplace that MicroAcquire does not and cannot access, including but not limited to privileged or confidential communications between You and a buyer, seller, or Advisor. MicroAcquire reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in asserting any available defenses.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of San Mateo County, California.

16. Modification

MicroAcquire reserves the right, in its sole discretion, to modify or replace any of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending You notice through the Services, via e-mail or by another appropriate means of electronic communication. MicroAcquire may also impose limits on certain features and services or restrict Your access to parts or all of the MicroAcquire Marketplace, M&A Advisor Directory, or the MicroMRR startup valuation tool without notice or liability. While MicroAcquire will timely provide notice of modifications, it is also Your responsibility to check this Agreement periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.

17. Miscellaneous

17.1 Assignment. You will not assign any of Your rights or delegate any of Your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves You of any of Your obligations under this Agreement.

17.2 No Waivers. The failure by MicroAcquire to enforce any right or provision of this this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of MicroAcquire.

17.3 Integration. This Agreement is intended to be read in conjunction with any separate agreements entered into between You and MicroAcquire. In the event of any conflict between the terms of this Agreement and the terms of any other agreement entered into between You and MicroAcquire, the terms of such other agreement shall control.

17.4 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than You.

17.5 Severability. If any provision of this Agreement is invalid, illegal, void or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.

17.6 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Written notice to MicroAcquire should be sent to the following address: 951 Mariners Island Blvd, Suite 300 PMB3008, San Mateo, CA 94404. Electronic notices should be sent to support@microacquire.com.

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