These SaaS Subscription Terms (“Terms”), effective as of the date set out in the order confirmation to which these Terms are linked (the “Order Form”, and such date, the “Effective Date”) is entered into by and between MergerAI, Inc., a [Tennessee] Corporation (“Company”, “we” or “our”) and the customer identified in the Order Form (“Subscriber”, “you” or “your”). These Terms and the Order Form are, collectively, the “Agreement”. Each of Subscriber and Company are a “Party” and are together the “Parties”. In the event of any inconsistency or conflict between the terms of these Terms and the terms of the Order Form, the terms of the Order Form control.
Authorized User: Any employees, contractors, or other invited stakeholders whom you authorize to access and use the SaaS Services pursuant to the terms and conditions of this Agreement; provided, however, that any contractors’ access and use of the SaaS Services will be limited to their provision of services to you.
Confidential Information: (a) With respect to Company, the SaaS Services, including all materials and content provided through the SaaS Services, and any and all software relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, or pricing, and any other information that a reasonable person would understand to be confidential given the circumstances and content of the disclosure, whether or not designated as “confidential” or “proprietary”; (b) With respect to Subscriber, Subscriber Data, or information that a reasonable person would understand to be confidential given the circumstances and content of the disclosure, whether or not designated as “confidential” or “proprietary”; and (c) With respect to each Party, the terms and conditions of this Agreement. Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (ii) is documented as being known to or in the possession of the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”) as shown by credible evidence; (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third party, without a breach of the third party’s obligations of confidentiality.
Destructive Elements: Computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the SaaS Services or any other associated software, firmware, hardware, computer system, or network (including “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices).
Prohibited Content: Content that: (a) is illegal under applicable law; (b) violates any third party’s intellectual property or privacy rights; or (c) contains Destructive Elements.
SaaS Service: The online, web-based service identified under the “Products and Fees” heading in the Order Form, including any Company APIs or integrations made available in connection with such service.
Subscriber Data: Any data that is submitted to the SaaS Services by or on behalf of the Subscriber by Authorized Users.
Starting on the subscription start date set out in the Order Form and continuing during the Term, we will use commercially reasonable efforts to provide the SaaS Services subject to the terms and conditions of this Agreement. The SaaS Services may include different levels of account access based on the identity of the Authorized User. You are responsible for the acts and omissions of your Authorized Users and any other person who accesses and uses the SaaS Services using any of your or your Authorized Users’ access credentials.
We may modify the SaaS Services from time to time in connection with our ongoing development and support of the SaaS Services, including by adding or deleting features designed to improve the user experience.
You will generally have access to our technical support services (“Support Services”) via email at support@mergerai.co from 9 a.m. to 5 p.m. (Eastern Time) each Monday to Friday (excluding statutory and civic holidays observed in the United States).
You shall pay the fees and other amounts set forth on the Order Form (the “Fees”). The Fees are exclusive of all sales, use, and other similar taxes, other than taxes due on Company’s net income, and you will be responsible for paying all such taxes to Company at the same time as the corresponding Fees are due...