Terms of Service

Effective Date: April 28, 2026

Please read these Terms of Service (“Terms”) carefully before accessing or using the Mergeroom website, application, and related services (the “Service”) operated by Mergeroom Inc. (“Mergeroom,” “Company,” “we,” “us,” or “our”). These Terms form a binding agreement between Company and the individual or entity that registers for or uses the Service (“Subscriber” or “you”).

By accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Service.

1. Certain Defined Terms

The following capitalized terms have the meanings set forth below. Other capitalized terms are defined in context.

2. Acceptance of Terms

2.1 By accessing or using the Service, you agree to be bound by these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and the term “Subscriber” refers to that entity.

2.2 These Terms are a binding contract between Subscriber and Company. They incorporate the Privacy Policy by reference.

2.3 If Subscriber accepts these Terms pursuant to a written Order executed by both parties, the Order controls over any conflicting provision of these Terms, and these Terms apply to all matters not addressed in the Order.

3. The Service

3.1 Description. The Service is an AI-native virtual data room (“VDR”) for independent M&A advisors running sell-side mandates. As of the Effective Date, the publicly available portions of the Service consist of the marketing website, blog, login surface, and waitlist signup. The Mergeroom VDR application — including data rooms, document-management tools, buyer lists, AI-assisted insights, and related features — is made available progressively to advisors who accept an Order.

3.2 Updates. Company may update, modify, add, or remove features of the Service at any time. Company will use commercially reasonable efforts not to materially reduce the overall functionality of the Service during Subscriber’s then-current subscription term.

4. Account Registration; Authorized Users

4.1 Registration. To use most features of the Service, Subscriber must register for an account. Subscriber agrees to:

4.2 Authorized Users. If Subscriber is an entity, Subscriber may provision additional Authorized Users under its team account up to the seat limit of its subscription plan. Subscriber is responsible for the acts and omissions of its Authorized Users and for their compliance with these Terms, as if such acts or omissions were Subscriber’s own.

4.3 Reliance on account information. Company may rely on information Subscriber provides during account registration and billing. Subscriber is responsible for keeping such information current.

5. License Grant and Permitted Use

5.1 Grant. Subject to Subscriber’s compliance with these Terms, Company grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the subscription term, to access and use the Service solely for Subscriber’s internal business purposes as set forth in §5.2.

5.2 Permitted use. Subscriber may use the Service only for the following purposes:

6. Restrictions on Use

6.1 Prohibited uses. Subscriber will not, and will not permit any Authorized User, Affiliate, or third party to:

6.2 Enforcement. A violation of this §6 is a material breach of these Terms and may result in immediate suspension or termination under §21. Company’s rights under this §6 are in addition to, and not in lieu of, any other remedy available at law or in equity.

7. Subscriber Compliance Obligations

7.1 Sole responsibility. Subscriber is solely responsible for ensuring that its use of the Service and any Customer Content uploaded to the Service complies with all applicable federal, state, and foreign laws and regulations, including without limitation:

7.2 No warranty of compliance. Company does not warrant or represent that the Service enables compliance with any particular law. The Service is a general-purpose tool; use of the Service does not constitute legal, financial, accounting, tax, or other professional advice.

7.3 Authority to upload. Subscriber represents and warrants that, with respect to any Customer Content it uploads to the Service, Subscriber has all rights, consents, and authorizations necessary to upload that content to the Service, share it with the parties Subscriber designates within a deal room, and have it processed by Company’s AI features as part of the Service.

7.4 Removal requests. If Company receives a data-subject removal, opt-out, or deletion request relating to an individual whose Personal Information appears within Customer Content uploaded by Subscriber, Company may notify Subscriber, and Subscriber will reasonably cooperate with Company to address the request consistent with Subscriber’s underlying confidentiality and recordkeeping obligations.

8. Acceptable Use, Rate Limits, and Monitoring

8.1 Acceptable use. Subscriber will use the Service in a manner consistent with these Terms and with any usage limits, rate limits, or concurrency limits established by Company.

8.2 Rate limits. Company may impose, modify, or enforce reasonable usage limits, rate limits, query limits, export limits, and concurrency limits, whether by subscription plan or by technical enforcement. Company will endeavor to publish material limits in Documentation, but Company reserves the right to adjust limits at any time to preserve Service integrity, prevent abuse, or enforce these Terms.

8.3 Monitoring. Subscriber acknowledges that Company may monitor, log, and audit Subscriber’s and Authorized Users’ activity within the Service for purposes of (a) Service operation, security, and integrity; (b) billing; (c) detecting and preventing abuse or breach of these Terms; (d) performance optimization and improvement; and (e) compliance with applicable law. Monitoring is performed in accordance with the Privacy Policy, and Customer Content is subject to the additional protections set forth in §16.

9. Subscriptions, Fees, and Renewal

This Section 9 applies only when Subscriber places an Order for a paid plan. Until then, the marketing site, waitlist, and login are made available without Fees.

9.1 Subscription plans. Certain features of the Service are made available under a subscription plan selected at the time of Order. Each plan has a stated billing frequency (monthly or annual) and included entitlements (such as Authorized User seats and feature access).

9.2 Fees and billing. Subscriber will pay all Fees in advance on the billing frequency of the selected plan. Company will charge Fees to the payment method Subscriber has on file via Company’s payment processor (currently planned to be Stripe). Subscriber authorizes Company, and Company’s payment processor, to charge such Fees automatically on each renewal date.

9.3 Taxes and withholding. All Fees are exclusive of taxes. Subscriber is responsible for all applicable sales, use, value-added, excise, withholding, and similar taxes (other than taxes on Company’s net income). If Subscriber is required by law to withhold any amount from a payment to Company, Subscriber will gross up the payment so that Company receives the full amount stated.

9.4 Automatic renewal. Unless cancelled in accordance with §9.7, subscriptions automatically renew at the end of each billing cycle for a further cycle of the same length, at Company’s then-current list prices.

9.5 Fee changes. Company may change Fees upon at least thirty (30) days’ prior notice by email or through the Service. Fee changes take effect at the start of the next billing cycle following the notice period. Subscriber’s continued use of the Service after the effective date of a Fee change constitutes acceptance of the change.

9.6 Plan changes.

9.7 Cancellation. Subscriber may cancel its subscription at any time by written notice to contact@mergeroom.ai. Cancellation is effective at the end of the then-current billing cycle; no partial-period refunds are provided. Subscriber remains responsible for all Fees accrued through the effective date of cancellation. Except as required by applicable law, Fees are non-refundable.

9.8 Past-due amounts. If Subscriber fails to pay any undisputed amount when due, Company may, upon ten (10) days’ written notice: (a) suspend Subscriber’s access to the Service; (b) assess late fees at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law; and (c) recover reasonable costs of collection, including reasonable attorneys’ fees.

10. Beta and Early Access Features

10.1 As of the Effective Date, the Mergeroom VDR application is in pre-launch / early-access status. From time to time, Company may make beta, preview, alpha, evaluation, or early-access features (“Beta Features”) available to Subscriber. Beta Features are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind.

10.2 Company may modify, suspend, or discontinue any Beta Feature at any time without notice. Beta Features may be subject to additional terms presented at the time of enrollment, which will control over these Terms to the extent of any conflict.

10.3 Notwithstanding any other provision of these Terms, Company has no liability arising from Subscriber’s use of Beta Features, and Beta Features are not subject to any service-level commitment, support obligation, or indemnification obligation.

11. Third-Party Services

11.1 Integrated services. The Service integrates with, or relies on, certain third-party services, including without limitation authentication and identity providers (currently Clerk), hosting and content-delivery providers (currently Vercel), payment processors (currently planned to be Stripe), email-delivery providers, and error-monitoring providers (collectively, “Third-Party Services”).

11.2 No responsibility. Third-Party Services are provided by their respective operators, not by Company. Company does not control, endorse, or assume responsibility for any Third-Party Service, including its content, availability, security, or data-handling practices.

11.3 Third-party terms. Subscriber’s use of any Third-Party Service is subject to the terms of service and privacy policies of that provider. Subscriber is responsible for reviewing and complying with those terms.

11.4 Links. The Service may contain links to third-party websites. Company provides such links for convenience only and is not responsible for the content, policies, or practices of any linked site.

12. AI Features and AI Output

12.1 AI-assisted features. The Service includes AI-assisted features that produce AI Output from Customer Content and from inputs Subscriber provides. AI Output may include summaries, extractions, redlines, recommendations, classifications, and similar derived materials.

12.2 No warranty of accuracy. AI Output is generated by statistical models and may be inaccurate, incomplete, biased, fabricated, or otherwise unsuitable for Subscriber’s purpose. Subscriber is solely responsible for independently reviewing and verifying AI Output before relying on it for any business, legal, financial, or transactional decision.

12.3 Not professional advice. AI Output does not constitute legal, financial, accounting, tax, or other professional advice. Subscriber should consult qualified professionals for advice on any matter.

12.4 Subscriber inputs. Subscriber will not submit to the Service any content that Subscriber lacks the right to submit, that violates a third party’s intellectual-property or privacy rights, or that contains malicious code or unlawful content.

13. Disclaimers Regarding Customer Content and Service

13.1 Service availability. Company makes reasonable efforts to keep the Service operational but does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components.

13.2 Customer Content. As between the parties, Customer Content is owned by Subscriber. Company does not warrant or represent that Customer Content uploaded by Subscriber is accurate, complete, current, lawful, or fit for any particular purpose.

13.3 Independent verification. Subscriber is solely responsible for independently verifying the accuracy, completeness, and lawfulness of all materials produced or hosted within the Service before taking action based on them.

13.4 Use at Subscriber’s risk. Use of, and reliance on, AI Output and the Service is at Subscriber’s sole risk.

13.5 No compliance warranty. The Service is not designed or intended to ensure compliance with any particular law, regulation, industry standard, or internal policy.

14. Confidentiality

14.1 Definition. “Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Company’s Confidential Information includes the Service (including non-public aspects of its design and operation), non-public pricing, AI Output in its compiled and organized form, and Company’s product roadmap. Subscriber’s Confidential Information includes Subscriber’s Customer Content that is not publicly available, including without limitation deal documents, buyer lists, valuation analyses, and counterparty communications.

14.2 Obligations. Recipient will: (a) use Discloser’s Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms; (b) protect Discloser’s Confidential Information using at least the same degree of care Recipient uses to protect its own confidential information of similar importance, and no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to Recipient’s employees, contractors, and professional advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this §14.

14.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this §14 by Recipient; (b) was rightfully in Recipient’s possession before receipt from Discloser; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

14.4 Compelled disclosure. Recipient may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that Recipient (to the extent legally permitted) gives Discloser prompt written notice and reasonable cooperation to permit Discloser to seek a protective order or other appropriate remedy.

14.5 Duration. Each party’s confidentiality obligations survive termination of these Terms and continue for five (5) years after termination, except that trade secrets and Customer Content remain protected for so long as they retain trade-secret or confidential status under applicable law.

15. Security; Security Incidents

15.1 Security measures. Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content and account credentials stored within the Service, consistent with industry practice for similarly situated SaaS providers handling sensitive transactional data.

15.2 Subscriber responsibilities. Subscriber is responsible for: (a) the security of its own systems, devices, and networks used to access the Service; (b) safeguarding account credentials; (c) promptly deactivating credentials of former Authorized Users; and (d) configuring Service-provided security features (including multi-factor authentication, when available) in accordance with Subscriber’s risk tolerance and the sensitivity of its Customer Content.

15.3 Security incidents. If Company becomes aware of any unauthorized access to or acquisition of Customer Content stored within the Service (a “Security Incident”), Company will notify Subscriber without undue delay and will reasonably cooperate in investigation and remediation. The content, form, and timing of any notice will be determined in consultation with counsel and consistent with applicable law.

15.4 No admission. Company’s notification of, or cooperation regarding, a Security Incident is not an admission of fault, liability, or breach of these Terms by Company.

16. Usage Data, Telemetry, and AI Training

16.1 Collection. Company collects and processes Usage Data in connection with operating, securing, maintaining, and improving the Service.

16.2 Company rights in Usage Data. Company may use Usage Data, and may create and use aggregated and de-identified data derived from Usage Data, for any lawful business purpose, including analytics, benchmarking, product improvement, operational reporting, security research, and marketing, provided that such aggregated or de-identified data does not identify Subscriber, any Authorized User, or any other individual, and does not reveal Customer Content.

16.3 No disclosure of identifying information. Company will not publish or share aggregated or de-identified data in a form that identifies Subscriber or reveals Subscriber’s Confidential Information or Customer Content.

16.4 No training of foundation or third-party AI models on Customer Content. Company will not use Customer Content — including deal documents, buyer lists, notes, tags, deal records, messages, AI prompts, or other materials identifiable to Subscriber — to train, fine-tune, or otherwise improve any foundation model, large language model, or generative artificial-intelligence system, whether operated by Company, any Company Affiliate, licensor, or Subprocessor, except as expressly permitted by Subscriber’s prior written consent.

16.5 Subprocessor binding. Company will not transmit Customer Content to any artificial-intelligence Subprocessor except: (a) to a Subprocessor listed in Company’s then-current Subprocessor list, each of whom is contractually prohibited from using Customer Content to train its own models and from retaining Customer Content beyond the period reasonably necessary to generate a response; or (b) with Subscriber’s prior written consent.

16.6 Permitted internal uses. Nothing in §§16.4 or 16.5 limits (a) Company’s rights under §16.2 with respect to Usage Data and aggregated, de-identified data; (b) Company’s right to review Customer Content as reasonably necessary for security, abuse detection, debugging, Service operation, or compliance with applicable law or legal process; or (c) Company’s use of Customer Content to generate AI Output requested by Subscriber within the Service for Subscriber’s own use.

17. Intellectual Property

17.1 Company intellectual property. The Service, all underlying technology, all AI models and prompts developed or maintained by Company, and all content, features, and functionality of the Service are, and will remain, the exclusive property of Company and its licensors, and are protected by copyright, trademark, trade-secret, and other intellectual-property laws. Except for the limited license expressly granted in §5, no right, title, or interest in any Company intellectual property is transferred to Subscriber.

17.2 Trademarks. “Mergeroom” and the associated logos are trademarks of Company. Subscriber may not use Company’s trademarks without Company’s prior written consent, except to truthfully identify Company as Subscriber’s vendor.

17.3 Customer Content. As between the parties, Subscriber retains all rights in Customer Content. Subscriber grants Company a non-exclusive, worldwide, royalty-free license during the subscription term to host, store, process, transmit, display, and (subject to §16) generate AI Output from Customer Content solely to operate and provide the Service to Subscriber.

17.4 Feedback. If Subscriber provides Company with feedback, suggestions, comments, or ideas regarding the Service (“Feedback”), Subscriber grants Company a perpetual, irrevocable, worldwide, fully paid, royalty-free, sublicensable license to use, reproduce, modify, distribute, and incorporate such Feedback into the Service and Company’s products without any obligation of compensation or attribution.

17.5 Publicity. Company may identify Subscriber as a customer and use Subscriber’s name and logo on Company’s website, in customer lists, and in marketing materials. If Subscriber objects, Subscriber may notify Company in writing at contact@mergeroom.ai, and Company will remove Subscriber’s name and logo within a reasonable time thereafter. Any press release or public announcement specifically describing the parties’ relationship requires both parties’ prior written approval.

18. Subcontractors and Subprocessors

18.1 Company may engage Affiliates and third-party subcontractors (including hosting providers, authentication providers, payment processors, email-delivery providers, error-monitoring providers, and AI inference providers) (each, a “Subprocessor”) to provide portions of the Service.

18.2 Company remains responsible for Subprocessors’ performance of obligations delegated to them under these Terms.

18.3 Company may add or replace Subprocessors from time to time in its discretion. A current list of material Subprocessors may be published in Documentation or on Company’s website.

19. Audit

19.1 Scope. Upon not less than thirty (30) days’ prior written notice, and not more than once per twelve (12)-month period (except for cause, in which case more frequent audits may be conducted), Company may, during normal business hours and in a manner that does not unreasonably disrupt Subscriber’s operations, audit Subscriber’s records, systems, and practices to the extent reasonably necessary to verify compliance with §6 (Restrictions on Use) and §21.4 (Effect of Termination).

19.2 Means. Audits may be conducted by Company personnel or by an independent third-party auditor bound by confidentiality obligations no less protective than those in §14. In lieu of an on-site audit, Company may request that Subscriber complete and certify, by an officer of Subscriber, a reasonable compliance questionnaire.

19.3 Cost allocation. Company bears the cost of audits, except that if an audit reveals material non-compliance with §6 or §21.4, Subscriber will promptly reimburse Company’s reasonable audit costs in addition to any other remedies available to Company.

19.4 Confidentiality. Information obtained through an audit is Confidential Information subject to §14.

20. Export Controls and Sanctions

20.1 Compliance. Subscriber will comply with all applicable export-control, economic-sanctions, and anti-boycott laws and regulations of the United States and other jurisdictions in Subscriber’s use of the Service.

20.2 Representations. Subscriber represents and warrants that Subscriber, its Affiliates, its Authorized Users, and its ultimate beneficial owners (a) are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions; (b) are not identified on the U.S. Treasury Department’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List, the Entity List or Denied Persons List maintained by the U.S. Department of Commerce, or any comparable restricted-parties list; and (c) will not use the Service in violation of any such laws or in connection with any prohibited end use.

20.3 U.S. business focus. The Service is primarily intended for business use within the United States. If Subscriber accesses the Service from outside the United States, Subscriber is responsible for compliance with all applicable local laws, including data-protection, consumer-protection, and export laws. Company does not target the Service to residents of the European Union, the United Kingdom, or Switzerland, and Subscriber will not use the Service to process personal data of such residents without Company’s prior written consent.

21. Suspension and Termination

21.1 Termination for cause. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach (or ten (10) days in the case of non-payment).

21.2 Termination for insolvency. Either party may terminate these Terms immediately upon written notice if the other party (a) becomes insolvent or admits inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian, or similar agent appointed by court order.

21.3 Suspension. Company may suspend Subscriber’s access to the Service, in whole or in part, immediately and without prior notice, if Company reasonably believes that: (a) Subscriber has materially breached these Terms; (b) continued access poses a security risk or may cause harm to Company, other users, or third parties; (c) suspension is required to comply with applicable law or legal process; or (d) Subscriber’s account is being used for fraudulent or unlawful activity. Company will restore access promptly once the cause for suspension has been resolved.

21.4 Effect of termination. Upon termination or expiration of these Terms:

21.5 Surviving provisions. The following provisions survive termination or expiration: §1 (Certain Defined Terms), §6 (Restrictions on Use), §7 (Subscriber Compliance Obligations), §9.7 and §9.8 (amounts accrued prior to termination and remedies for non-payment), §13 (Disclaimers), §14 (Confidentiality), §17 (Intellectual Property), §19 (Audit, for a period of twelve (12) months following termination), §21.4 (Effect of Termination), §22 (Disclaimer of Warranties), §23 (Limitation of Liability), §24 (Indemnification), §25 (Dispute Resolution), §27 (General Provisions), and any other provision that by its nature should survive.

22. Disclaimer of Warranties

22.1 The Service, AI Output, and all related materials are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory.

22.2 To the fullest extent permitted by applicable law, Company, its Affiliates, licensors, and suppliers disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy of data, quiet enjoyment, and any warranty arising from course of dealing or usage of trade.

22.3 Company does not warrant that the Service or AI Output will be uninterrupted, error-free, secure, or free of harmful components, or that any defects will be corrected. No advice or information, whether oral or written, obtained from Company or through the Service creates any warranty not expressly stated in these Terms.

22.4 No uptime commitment. The Service is provided on an “as available” basis. Company makes no commitment regarding Service availability, uptime, or response time, and no service credit, refund, fee reduction, or other remedy is available for any interruption, degradation, or unavailability of the Service. Any service-level agreement must be set forth in a separate written agreement executed by both parties.

23. Limitation of Liability

23.1 Exclusion of indirect damages. To the fullest extent permitted by applicable law, neither party, nor its Affiliates, licensors, suppliers, or personnel, will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, loss of data, loss of goodwill, loss of business opportunities, or cost of cover, arising out of or relating to these Terms or the Service, whether based on warranty, contract, tort (including negligence), strict liability, statute, or any other theory, and whether or not the party has been advised of the possibility of such damages.

23.2 Cap on direct damages. To the fullest extent permitted by applicable law, each party’s total aggregate liability arising out of or relating to these Terms and the Service will not exceed the greater of (a) the total Fees paid by Subscriber to Company in the twelve (12) months immediately preceding the event giving rise to the claim or (b) one hundred U.S. dollars (US$100).

23.3 Exceptions to liability cap. The limitations in §§23.1 and 23.2 do not apply to:

23.4 Contractual limitations period. To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues; otherwise, the claim is permanently barred.

23.5 Essential basis of the bargain. The parties acknowledge that the limitations in this §23 are an essential basis of the bargain between them and will apply even if any limited remedy fails of its essential purpose. The Fees reflect, and are based upon, the allocation of risk set forth in this §23.

24. Indemnification

24.1 Indemnification by Subscriber. Subscriber will defend, indemnify, and hold harmless Company, its Affiliates, and each of their respective officers, directors, employees, contractors, and agents (collectively, “Company Indemnitees”), from and against any and all third-party claims, damages, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to:

24.2 Indemnification by Company. Subject to §24.3, Company will defend Subscriber against any third-party claim alleging that Subscriber’s authorized use of the Service in accordance with these Terms infringes a United States copyright, registered trademark, issued patent, or trade-secret right of a third party, and Company will pay damages and reasonable attorneys’ fees finally awarded against Subscriber by a court of competent jurisdiction in, or agreed to in settlement by Company of, such claim.

24.3 Exclusions to Company indemnity. Company has no obligation under §24.2 to the extent a claim arises from or relates to:

24.4 Infringement remedies. If the Service is, or in Company’s reasonable opinion is likely to become, the subject of an infringement claim, Company may, at its option and expense: (a) modify the Service so it is non-infringing; (b) obtain a license allowing continued use; or (c) terminate the affected subscription and refund any prepaid, unused Fees. §24.2 and this §24.4 state Company’s sole liability and Subscriber’s exclusive remedy for any third-party intellectual-property claim.

24.5 Indemnification procedures. The party seeking indemnification (“Indemnified Party”) will: (a) promptly notify the other party (“Indemnifying Party”) of the claim in writing (failure to notify will relieve the Indemnifying Party of its obligations only to the extent the Indemnifying Party is materially prejudiced); (b) grant the Indemnifying Party sole control of the defense and settlement, provided that the Indemnifying Party may not settle any claim that imposes non-monetary obligations on, or admits liability by, the Indemnified Party without the Indemnified Party’s prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense.

25. Dispute Resolution; Arbitration; Class Action Waiver

25.1 Informal resolution. Before commencing any formal dispute-resolution proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation. The complaining party will provide written notice of the dispute to the other party, and the parties will negotiate in good faith for at least thirty (30) days following receipt of such notice.

25.2 Binding arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, the Service, or the parties’ relationship (a “Dispute”) that is not resolved through informal negotiation will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or, if Subscriber is an individual, its Consumer Arbitration Rules). Arbitration will be conducted before a single arbitrator. The seat and place of arbitration will be New Castle County, Delaware, unless the parties agree otherwise in writing. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

25.3 Class action waiver. The parties waive any right to bring or participate in a class, collective, consolidated, or representative action against the other party. Disputes must be brought on an individual basis only. If this class-action waiver is held unenforceable as to any Dispute, the arbitration provisions in §25.2 are also unenforceable as to that Dispute, which will instead be resolved in court under §25.5.

25.4 Jury-trial waiver. To the fullest extent permitted by applicable law, each party waives the right to trial by jury in any proceeding arising out of or relating to these Terms.

25.5 Exceptions. Notwithstanding §§25.2 and 25.3, either party may: (a) seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual-property rights or Confidential Information or to enforce §6 (Restrictions on Use), for which the parties agree that monetary damages would be inadequate and no bond need be posted; and (b) bring a claim in small-claims court if the claim qualifies. The exclusive venue for any such court proceeding is the state and federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction of such courts.

25.6 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26. Changes to These Terms

26.1 Company may modify these Terms from time to time. If Company makes a material change, Company will provide at least thirty (30) days’ notice before the change takes effect, by posting the updated Terms on the Service and, where practicable, notifying Subscriber by email.

26.2 Subscriber’s continued use of the Service after the effective date of the modified Terms constitutes acceptance of the modifications. If Subscriber does not agree to the modified Terms, Subscriber must cease use of the Service and may cancel under §9.7.

26.3 Non-material changes take effect upon posting.

27. General Provisions

27.1 Notices. All notices under these Terms must be in writing. Notices to Company must be sent to contact@mergeroom.ai. Notices to Subscriber may be sent to the email address associated with Subscriber’s account or delivered through the Service. Notices are deemed received on the day sent if delivered during normal business hours on a business day, or otherwise on the next business day.

27.2 Assignment. Subscriber may not assign or transfer these Terms, or any rights or obligations under them, without Company’s prior written consent, and any attempted assignment in violation of this provision is void. Company may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

27.3 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

27.4 Waiver. No failure or delay by either party in exercising any right or remedy operates as a waiver, and no single or partial exercise precludes any further or other exercise.

27.5 Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil disturbance, government actions or orders, internet or telecommunications outages, utility failures, or labor disputes.

27.6 No third-party beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. They do not confer any rights or remedies on any third party, except that the Company Indemnitees are intended third-party beneficiaries of §24.

27.7 Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

27.8 Headings. Section headings are for convenience only and do not affect interpretation.

27.9 Interpretation. The words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation.” References to “days” mean calendar days unless otherwise specified. References to “$” mean U.S. dollars.

27.10 Entire agreement. These Terms, together with the Privacy Policy and any Order, constitute the entire agreement between the parties regarding the Service and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral. In the event of a conflict, the order of precedence is: (a) an Order signed by both parties; (b) these Terms; (c) the Privacy Policy; and (d) Documentation.

27.11 Counterparts and electronic execution. If these Terms are executed in writing, they may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means (including DocuSign, PDF, or other electronic-signature systems) are valid and binding.

28. Electronic Acceptance; E-SIGN Consent

28.1 Subscriber agrees that clicking “I agree,” creating an account, joining the waitlist, or otherwise signifying assent through an electronic interface of the Service constitutes a legally binding electronic signature having the same legal effect as a handwritten signature, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and comparable state laws.

28.2 Subscriber consents to receive all communications, notices, agreements, and disclosures from Company electronically, whether by email to the address on file or by posting on the Service. Subscriber may withdraw this consent by providing written notice to Company, in which case Subscriber’s subscription may be terminated.

29. Contact

Questions about these Terms should be directed to: