MergerID

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement:

"Agreement" means the Purchase Order and these Terms;

"Asset" means an item or items for sale as described in a Sale Mandate or Sale Opportunity;

"Business" means a group of Assets for sale as described in a Sales Mandate or Sales Opportunity;

"Content" shall have the meaning given in Clause 5.1;

"Database" means information and descriptions relating to Businesses and Assets for sale or wanted, which have been posted by subscribers, and presented in a user friendly format which will enable other subscribers to search the information and use other functionality;

"Force Majeure" means circumstances beyond the control of MID, including but not limited to acts of God, war, civil unrest, terrorist attack, strike, lock-out or other industrial action and transport or computer failure including any failure or breakdown of related systems upon which the operation of the Product is dependant;

"Initial Subscription Period" means the period specified as such in the Purchase Order;

"Intellectual Property Rights" means patents, patent applications, and patent rights, copyrights, copyright applications, and copyright registrations, trademarks, trademark applications, trademark registrations, and trademark rights, trade secrets, and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence, all modifications, continuations, renewals, and extensions of any of the foregoing, and all claims, actions, causes of action, damages, costs, expenses, profits, penalties, recoveries, and remedies relating to any past, present, or future infringement of any of the foregoing, arising under the laws of any country, state, or jurisdiction in the world.

"MID" means MergerID (registered number 7031999) whose registered office is at Number One Southwark Bridge, London SE1 9HL;

"Oversight Board" means the group of individuals appointed by MID to govern the conduct of subscribers with regard to their use of the Product;

"Owner" means, in relation to any Asset and/or Business, the owner of such Asset and/or Business;

"Parties" means the Subscriber and MID, and "Party" shall mean either one;

"Password" means the unique word to be provided by MID to the Subscriber, in order to obtain access to the Product;

"Permitted User" means any person identified as such in the Purchase Order.

"Post" means to publish on the Product information to be viewed by other Subscribers;

"Product" means the software as a service operated by MID which is currently located at the Site, including the Software, the Site itself and the Database accessed via the Site;

"Purchase Order" means the purchase order attached to these Terms or, where the Terms appear on the Site, the purchase order executed by MID and by the subscriber using the Site;

"Sales Mandate" means a form of that name which is populated with information about an Asset or Business as submitted by a subscriber in accordance with Clause 6.1.1;

"SaleOpportunity" means a form of that name which is populated with information about an Asset or Business as submitted by a subscriber in accordance with Clause 6.1.2;

"Site" means the website at www.mergerid.com;

"Software" means the software used to operate the Product;

"Start Date" means the date the Initial Subscription Period begins, as stated in the Purchase Order;

"Subscriber" means the party described as such in the Purchase Order;

"Subscription Fee" means the fee specified as such in the Purchase Order, as amended from time to time in accordance with Clause 8; and

"Teaser" means information about an Asset or Business as may be detailed under the section of that name in any Sale Mandate and/or Sale Opportunity published on the Product.

1.2 In this Agreement, references to the singular include references to the plural and vice versa and references to the masculine include references to the feminine. References to Clauses are (unless otherwise provided) references to the Clauses of these Terms. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. References to "including" and "include(s)" shall be deemed to mean respectively "including without limitation" and "include(s) without limitation".

2 ACCESS AND PAYMENT OF FEES

2.1 MID shall invoice the Subscriber for the Subscription Fee within 7 days of the date of the Purchase Order. This invoice shall become payable immediately and shall be paid in full by the Subscriber within 14 days of the date of the invoice.

2.2 The Subscription Fee is exclusive of value added tax, which shall be added and payable by the Subscriber in accordance with applicable law from time to time.

3 GRANT OF LICENCE

3.1 Subject to the Subscriber's fulfilment of the obligations imposed on it by this Agreement and the payment of all Subscription Fees properly due to MID, MID hereby grants to the Subscriber on and subject to the Terms a personal, non-exclusive, non-transferable and non-assignable licence to allow the Permitted Users to access the Product and to use the Software in object code only solely in accordance with these Terms.

3.2 The Subscriber shall be solely responsible for its actions and the actions of all Permitted Users while using the Product. The Subscriber shall, and shall procure that each Permitted User shall:

3.2.1 not store, distribute or transmit any material on or through the Product that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive, facilitates illegal activity, discrimination or violence, depicts sexually explicit images, or gives rise to civil liability. The Subscriber acknowledges and agrees that MID neither endorses the contents of any subscriber communications nor assumes any responsibility for any threatening, libellous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby; or

3.2.2 not reverse engineer, decompile, disassemble, translate, amend, merge or incorporate with any other software, duplicate, copy, distribute, adapt or modify any portion of the Product, nor permit any third party to do so, except as specifically permitted by applicable law; not use the Product to provide software related services to third parties (including in the operation of a service bureau);and not remove any proprietary notices from the Software or the Site; or

3.2.3 not attempt to obtain, or assist others in obtaining access to the Product other than through the interface provided by MID. The Subscriber specifically agrees not to access (or attempt to access) the Product through any automated means, including use of scripts or web crawlers, and not to engage in any activity that interferes with or disrupts the Product or the servers and networks which are connected to the Product; or

3.2.4 abide by, and only use the Product for purposes permitted by, all local and international laws and regulations (including all laws regarding the transmission of data and/or software exported to or from the United Kingdom or other relevant countries through the Product) to the extent that the same are applicable to the use by the Subscriber of the Product; or

3.2.5 not upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Product and/or any third party's computer.

3.3 MID shall issue to the Subscriber a Password for its own use, provided that the Subscriber shall at all times maintain (and shall procure that each Permitted User shall maintain) the confidentiality of its password, maintain adequate security measures to prevent unauthorised use of the Password, and ensure that no-one other than a Permitted User shall use the Password. The Subscriber will procure that each Permitted User will immediately notify the Subscriber, and the Subscriber will immediately notify MID upon becoming aware of any unauthorised use of its Password, or of any other breach of security. MID shall have no liability for any loss or damage arising from the Subscriber's failure to comply with the requirements detailed in this Clause 3.3.

4 MAINTENANCE

4.1 MID is constantly innovating in order to provide the best possible experience for its subscribers. The Subscriber acknowledges and agrees that the form and nature of the Product which MID provides may change from time to time without prior notice to the Subscriber. As part of this continuing innovation, the Subscriber acknowledges and agrees that MID may stop (temporarily) providing the Product or (permanently or temporarily) any features within the Product to the Permitted Users, the Subscriber or to subscribers generally, at MID's sole discretion, without prior notice to the Subscriber. MID will use all reasonable endeavours to advise the Subscriber in advance of any such action, except in cases of emergency.

5 CONTENT

5.1 The Subscriber acknowledges and agrees that all information (including data files, written text, computer software, photographs, videos or other images, and the like) which the Subscriber may have access to as part of, or through the Subscriber's use of, the Product are the sole responsibility of the subscriber from whom such content originated. All such information is referred to below as the "Content".

5.2 The Subscriber acknowledges and agrees that Content presented to the Subscriber as part of the Product may be protected by intellectual property rights which are owned by the subscribers who provide that Content to MID (or by other persons or companies on their behalf). The Subscriber may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless the Subscriber has been specifically told and authorized that the Subscriber may do so by MID, or by the owners of that Content in a separate agreement.

5.3 The Subscriber agrees that the Subscriber is solely responsible for (and that MID has no responsibility to the Subscriber or to any third party for) any Content that the Subscriber creates, transmits or displays while using the Product and for the consequences of the Subscriber's actions (including any loss or damage which MID may suffer) by doing so.

5.4 The Subscriber undertakes to ensure the non-infringement by each Permitted User of the rights granted to MID by this Clause 5, and (where applicable) the compliance by each Permitted User with each obligation imposed on the Subscriber by this Clause 5.

5.5 The Subscriber acknowledges that MID (or MID's licensors) own all legal right, title and interest in and to the Product (other than Content provided by subscribers), including any intellectual property rights which subsist in the Product (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

5.6 Other than the license set forth in Clause 5.7 below, MID acknowledges that it obtains no right, title or interest under these Terms in or to any Content that the Subscriber Posts on the Product . The Subscriber agrees that the Subscriber is responsible for protecting and enforcing those rights and that MID has no obligation to do so on the Subscriber's, or any other party's behalf.

5.7 The Subscriber retains copyright and any other intellectual property rights the Subscriber already holds in Content which the Subscriber Posts on the Product. By Posting the Content the Subscriber gives MID a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce any Content which the Subscriber submits, Posts or display on or through, the Product (provided that any such reproduction shall only be made on the Site, for the working purposes of the Site). The Subscriber confirms and warrants to MID that the Subscriber has all the rights, power and authority necessary to grant the license granted in this Clause.

5.8 The Subscriber agrees that:

5.8.1 MID may transmit the Subscriber's Content over various public networks and in various media, and may make such changes to the Subscriber's Content as are reasonably necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.;

5.8.2 the Product may include hyperlinks to other web sites or content or resources ("external sites"). MID may have no control over any external sites, and MID shall not be responsible for the availability of any external sites, and does not endorse any advertising, products or other materials on or available from external sites. MID is not liable for any loss or damage which may be incurred by the Subscriber as a result of the availability of those external sites, or as a result of any reliance placed by the Subscriber on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, external sites; and

5.8.3 MID has the exclusive right to take offline, delete, archive or prohibit Content that, in MID's sole opinion, does not relate to, is improper or is inappropriate to the Product.

6 UNDERTAKINGS BY THE SUBSCRIBER

6.1 The Subscriber undertakes for the duration of the Agreement that it will, and that it will procure that each Permitted User will:

6.1.1 Post a Sales Mandate for an Asset and/or a Business only when the Subscriber has been formally engaged by the Owner;

6.1.2 Post a Sale Opportunity for a Business and/or an Asset only with the prior written consent of the Owner;

6.1.3 upon request of MID, promptly provide to the Oversight Board written evidence to the satisfaction of the Oversight Board of the Subscriber's engagement by the relevant Owner in respect of Sales Mandates, and of the relevant Owner's consent in respect of Sale Opportunities;

6.1.4 act in good faith when Posting Sale Mandates & Sale Opportunities, and describe the Asset or Business as accurately as reasonably possible;

6.1.5 not share access or the contents of Teasers with any party other than a person designated as a Permitted User by the Purchase Order, and at all times act in good faith with regard to the confidentiality of the contents of Teasers. The Subscriber acknowledges and agrees that it is the intent of the subscriber who has posted the Teaser that its contents are "for the Subscriber's eyes only" and are to remain confidential;

6.1.6 direct any issues regarding the conduct of other subscribers in relation to their use of the product to the Oversight Board;

6.1.7 abide by any decision of the Oversight Board in relation to any breach or alleged breach by the Subscriber of any provision of this Clause 6.1.

7 TERM AND TERMINATION

7.1 This Agreement shall commence on the Start Date, and shall continue for the Initial Subscription Period, unless terminated earlier under Clause 7.2.

7.2 MID may terminate this Agreement immediately on giving written notice to the Subscriber:

7.2.1 if the Subscriber commits a breach of any term of this Agreement (and, where such breach is capable of remedy, has not remedied the breach within fourteen days notice thereof from MID);

7.2.2 where the Subscriber is a body corporate or a partnership, if it presents a petition or has a petition presented by a creditor for its winding up, or convenes a meeting to pass a resolution for voluntary winding up, or enters into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), or has a receiver or administrator appointed over all or any of its undertaking or assets; and/or

7.2.3 where the Subscriber is an individual, if he dies or if commits any act of bankruptcy or insolvency, or makes or negotiates any composition or arrangement for the benefit of its creditors;

7.2.4 where MID is required to do so by law (for example, where the provision of the Product to the Subscriber is, or becomes, unlawful);

7.2.5 where the provision of the Product is, in MID's opinion, no longer commercially viable; or

7.2.6 where the Oversight Board determines that a breach of Clause 6.1 has occurred, or so recommends following investigation of any case referred for its consideration pursuant to Clause 7.5.

7.3 Termination shall not relieve the Subscriber of its obligations to make any payments due to MID which are outstanding as at the date of termination. Termination shall not affect any accrued rights of either party existing as at the date of termination. Clauses 7, 8, 10 and 11.9 shall remain in full force and effect notwithstanding termination.

7.4 MID shall have the right to disable the Password immediately upon termination of this Agreement for any reason, or if the Subscriber fails to pay the Subscription Fee when due. The licence granted by MID to the Subsidiary at Clause 3.1 terminates upon termination of this Agreement.

7.5 MID shall have the right (pending more detailed investigation) to suspend access rights of a Subscriber pursuant to the protocol governing the operation of the Oversight Board (available upon request), upon the submission of a case for consideration by the Oversight Board relating to the conduct of any Subscriber and/or Permitted User. MID may take any action as the Oversight Board, in its sole discretion, may determine including reinstating the Subscriber's rights of access, issuing appropriate warning notices (with which the Subscriber shall comply), confirming suspension for a period of up to 3 months, or terminating the Agreement immediately in accordance with Clause 7.2.6.

7.6 MID's right of termination in accordance with Clause 7.2 and of suspension in accordance with Clause 7.5 shall in each case be without liability to the Subscriber in respect of such suspension or termination, provided that where MID terminates in accordance with Clause 7.2.6. it shall reimburse the Subscriber for the Subscription Fee received by MID in relation to the period (being either the Initial Subscription Period or a successive 12 month period as described in Clause 7.1, as the case may be) in which termination occurs, pro rata the amount of days left unexpired in that period.

8 LIABILITY

8.1 MID makes no representations or warranties in regard to the Product or the Software and excludes all representations, conditions and warranties whether statutory, express or implied or arising by operation of law or otherwise (including any implied warranties of merchantability, fitness for a particular purpose and satisfactory quality and ownership of intellectual property rights) to the fullest extent permitted by law. In particular, MID, its subsidiaries and affiliates, and its licensors, do not represent or warrant to the Subscriber that the use of the Product by the Subscriber or any Permitted User will meet the Subscriber's requirements; the use of the Product by the Subscriber or any Permitted User will be uninterrupted, timely, secure, or free from error; and that any information obtained by the Subscriber or any Permitted User as a result of the use of the Product by the Subscriber or any Permitted User will be accurate or reliable.

8.2 Subject to the provisions of this Clause 8, in the event of any defect in the operation or functionality of the Site, the Subscriber acknowledges and agrees as reasonable that MID will use all reasonable endeavours to correct, rectify and/or remedy any such defect as soon as reasonably practicable after becoming aware of the same.

8.3 The Subscriber accepts and acknowledges that the use of the Product by the Subscriber or any Permitted User is at the Subscriber's sole risk and that the Product is provided "As Is" and "As Available."

8.4 Whilst MID recruits subscribers in good faith and makes reasonable enquiries to identify the subscribers from sources which MID considers to be reliable, the Subscriber acknowledges that the contents of the Database are based on information supplied to MID by subscribers and are not independently verified by MID. The Product is not intended to and does not provide tax, legal or investment advice. The Subscriber should seek independent tax, legal and/or investment advice before acting on information obtained from the Product. MID shall not be under any liability whatsoever in respect of any mistakes, errors, inaccuracies or omissions in, or incompleteness of, the data held on the Database, nor in the Software or otherwise in the Product, nor for any delays in updating the Database. Subject to Clause 8.5, all such liability is excluded by MID.

8.5 MID does not exclude liability for death or personal injury arising as a result of its negligence or that of its employees, agents or authorised representatives, or for any other liability which may not be excluded or limited under governing law. Subject to the remainder of this Clause 8, in no event shall either party's liability under this Agreement exceed a sum equal to the aggregate Subscription Fees paid to MID in the twelve month period immediately preceding the occurrence of the events giving rise to the applicable claim. The limitation of liability in this Clause shall not apply to any breach of Clause 10.1.

8.6 Subject to Clause 8.5 above, MID shall not be liable in contract, tort, or in relation to breach of statutory duty or any other right of action for the following losses:

8.6.1 any loss, liability, damage or cost incurred by the Subscriber as a result of any act or omission of any third party;

8.6.2 loss of, or damage to or destruction of, data belonging to the Subscriber;

8.6.3 any economic losses, including loss of revenues, profits, contracts, business or anticipated savings;

8.6.4 any special, indirect or consequential losses or damages; or

8.6.5 any trading, investment or other losses which the Subscriber may incur as a result of the use of or reliance by the Subscriber or any third party upon the Product or data contained therein.

8.7 MID shall not be liable for any breach of this Agreement or for any breach or loss suffered by the Subscriber or other third party if and to the extent that such breach and/or loss arises from the incorrect use, abuse or corruption of the Product; any use of or access to the Product by any person which is not expressly permitted by this Agreement; any failure by the Subscriber to follow MID's reasonable instructions and/ or advice; and/or the act or omission of any third party provider of any product, service or solution.

8.8 The limitation on MID's liability to the Subscriber in this Clause 8 shall apply whether or not MID has been advised or should have been aware of the possibility of any such losses arising.

9 DATA PROTECTION

9.1 Each party undertakes to comply with the provisions of the Data Protection Act 1998 ("DPA"). To the extent that the Subscriber is providing any personal data , including sensitive personal data (as those terms are defined by the DPA):

9.1.1 in relation to itself, the Subscriber consents to the use by MID of any such data for the proper operation of the Product (which may include the export of any such data outside of the European Economic Area); or

9.1.2 in relation to any other party, the Subscriber warrants to MID that it has all necessary rights to do so.

10 CONFIDENTIALITY AND SECURITY

10.1 The Subscriber undertakes at all times that it will, and will procure that each Permitted User will, treat as confidential and not disclose any information derived from the use of the Product, together with any other information relating to the Product which is disclosed by MID which is identified as confidential at the time of disclosure or which ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure (including any information relating to the Software, and/or the Password).

10.2 The provisions of Clause 10.1 shall not apply to any information which the Subscriber can demonstrate to MID's satisfaction is or has become publicly known other than through breach of this Clause; or was in possession of the Subscriber prior to disclosure by MID; or was received by the Subscriber from an independent third party who has full right of disclosure; or was ordered to be disclosed by law or regulatory body.

10.3 The Subscriber will indemnify and keep indemnified MID against any loss, liability, claim or expense (including legal expenses) whatsoever and howsoever incurred by MID as a result of the breach by the Subscriber and/or any Permitted User of the provisions of this Clause 10. Without prejudice to any other rights or remedies that MID may have, the Subscriber acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the provisions of this Clause 10, and that accordingly the MID shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this Clause 10.

10.4 MID shall treat as confidential and not disclose information which is disclosed to it by the Subscriber, whether technical or commercial, and which is identified as confidential at the time of disclosure or which ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure. The provisions of this Clause 10.4 shall not apply to any information which MID discloses as part of the proper operation of the Product; or information which MID can demonstrate is or has become publicly known other than through breach of this Clause; or was in possession of MID prior to disclosure by the Subscriber; or was received by MID from an independent third party who has full right of disclosure; or was independently developed by MID; or was required to be disclosed by law or regulatory body.

10.5 MID will maintain the Site at a reputable third party ISP and hosting facility, to be subject to commercially reasonable security precautions to prevent unauthorised access to the Product. The Subscriber acknowledges that, notwithstanding such security precautions, use of or connection to the internet inevitably provides the opportunity for unauthorised third parties to circumvent such precautions. Accordingly, and notwithstanding any other provision of this Agreement, MID cannot and does not guarantee, and will not be liable in any way to the Subscriber or any other party for the privacy, security or authenticity of any information transmitted over the internet.

10.6 The Subscriber acknowledges that MID's provision of the Site is contingent upon compliance with the hosting facility network provider's acceptable use policy, as MID shall communicate to the Subscriber ("AUP"). In order to enable MID's continued provision of the Product the Subscriber agrees and acknowledges as reasonable that:

10.6.1 the Subscriber will comply and will procure that each Permitted User will comply both with any obligation imposed on MID by, and with the exercise of any right afforded the network provider by, the AUP, in each case as if the Subscriber were MID for the purposes of the AUP;

10.6.2 MID may suspend the provision of the Product without telling the Subscriber and without liability (provided that MID shall, where practicable, give the Subscriber reasonable prior notice) if the Software is being used in violation of the AUP; the Subscriber and/or any Permitted User does not cooperate with the network provider's investigation of any suspected violation of the AUP; there is an attack on servers or other event for which MID reasonably believes that the suspension of the Product is necessary to protect the Subscriber or the network; or if MID is so required by law or regulation or as compelled by a law enforcement or government agency.

11 GENERAL

11.1 MID shall be under no liability to the Subscriber in respect of anything which may constitute a breach of this Agreement which arises by reason of Force Majeure.

11.2 The Subscriber shall not assign, transfer or sub-license any of its rights or obligations under this Agreement. It shall not transfer any copies or versions of the Product to any third party. MID may assign all or any of its rights and transfer all or any of its obligations under this Agreement.

11.3 Failure or neglect by MID to enforce any of the provisions of this Agreement at any time shall not be construed or deemed to be a waiver of MID's rights nor shall this in any way affect the validity of the whole or any part of this Agreement, nor prejudice MID's rights to take subsequent action.

11.4 If any part of any provision of this Agreement shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.

11.5 The parties do not intend this Agreement to be enforceable under the Contracts (Rights of Third Parties) Act 1999, and no person other than a party hereto has any right to enforce any terms of this Agreement (and for the avoidance of doubt no Permitted User shall have any such right).

11.6 Any notice to be given by either party to the other shall be in writing and delivered by hand or sent by post or email to the address of the other party as set out in the Purchase Order or such other address as a party may from time to time have communicated to the other in writing. Any such notice shall take effect if delivered or posted, upon delivery; and if sent by email, when a complete and legible copy of the communication has been received at the appropriate address.

11.7 This Agreement represents the entire agreement of the parties in relation to the subject matter of this Agreement and supersedes any previous agreement between the parties in relation to the Product including any agreement relating to a trial period of the Product.

11.8 This Agreement may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.

11.9 This Agreement shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts to settle any disputes which may arise in connection with it.