MICROACQUIRE BUYER AND SELLER TERMS OF USE


Last updated Nov 23, 2021

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, 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 (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 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, 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, the “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; and (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”). 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 its Your Content and 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 14.5 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.

You will not, and will not authorize any party to: (a) provide any fraudulent or otherwise misleading listings; (b) use any Services for benchmarking or similar testing; (c) use any automated 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; or (g) commit any Prohibited Uses as defined in our Terms of Use.

4. 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.

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. What Microcquire Does

5.1 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.

5.2 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.

5.3 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, Pipe, Clearco, Mercury, Angellist, escrow.com, 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.

6. 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. 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. 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.

4. 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.

5. 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.

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

7. MicroAcquire has no vested or financial interest in the success or failure of any M&A transaction originated on the MicroAcquire Marketplace, and MicroAcquire does itself buy or sell any of the startups listed on the MicroAcquire Marketplace. MicroAcquire does not charge, take, or accept any type of payment that is contingent upon the closing of an M&A transaction that originates in the MicroAcquire Marketplace, whether that payment is a “success fee” or similar type of payment.

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 guaranty 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 agreement entered into between You and and a buyer or seller on the MicroAcquire Marketplace, or You and an M&A 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 M&A Advisor.

7. MicroAcquire Resources; SAAS Valuation Calculator; MicroMRR

All resources that we provide in the MicroAcquire Marketplace and the M&A Advisor Directory, including, but not limited to, the SaaS Valuation Calculator, 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. 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.

8. 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, or ChartMogul, 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.

9. 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, roller, 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, THE SAAS VALUATION CALCULATOR, THE MICROMRR STARTUP VALUATION TOOL, 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.

10. 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, INCLUDING, BUT NOT LIMITED TO, USE OF THE THE SAAS VALUATION AND THE MICROMRR STARTUP VALUATION TOOL, OR ANY USE OR MISUSE OF THE MICROACQUIRE MARKETPLACE OR M&A ADVISOR DIRECTORY, WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, USE OF THE THE SAAS VALUATION AND THE MICROMRR STARTUP VALUATION TOOL, OR THE MICROACQUIRE MARKETPLACE OR M&A ADVISOR DIRECTORY, FROM INABILITY TO ACCESS THE MICROACQUIRE MARKETPLACE OR M&A ADVISOR DIRECTORY OR SERVICES. INCLUDING, BUT NOT LIMITED TO, USE OF THE THE SAAS VALUATION AND THE MICROMRR STARTUP VALUATION TOOL, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, USE OF THE THE SAAS VALUATION AND THE MICROMRR STARTUP VALUATION TOOL, OR MICROACQUIRE MARKETPLACE OR M&A ADVISOR DIRECTORY. THIS LIMITATION ALSO APPLIES TO ANY DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH, OR ADVERTISED IN CONNECTION WITH, THE MICROACQUIRE MARKETPLACE OR M&A ADVISOR DIRECTORY, OR ANY LINKS ON THE MICROACQUIRE MARKETPLACE OR M&A ADVISOR DIRECTORY. 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. WHILE

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.

11. 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 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, or Your Materials, or violation of 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.

12. 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.

13. 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.

14. Miscellaneous

14.1 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.

14.2 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.

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

14.4 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.

15.5 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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